Audited financial statements 2013 Consolidated Group and

Transcription

ACS, Actividades de Construcción y
Servicios, S.A. and Subsidiaries
Consolidated Financial Statements for the year
ended 31 December 2013, prepared in
accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European
Union and Consolidated Directors' Report
ACS, Actividades de Construcción y
Servicios, S.A. and Subsidiaries
Consolidated Financial Statements for the year
ended 31 December 2013, prepared in accordance
with International Financial Reporting Standards
(IFRSs) as adopted by the European Union
ACS, Actividades de Construcción y Servicios, S.A. and Subsidiaries - Consolidated Financial Statements
INDEX
Page
- Consolidated statement of financial position at 31 December 2013 ........................................................................................................................ 5
- Consolidated income statement for the year ended 31 December 2013 ................................................................................................................. 7
- Consolidated statement of comprehensive income for the year ended 31 December 2013 .................................................................................... 8
- Consolidated statement of changes in equity for the year ended 31 December 2013 ............................................................................................. 9
- Consolidated statement of cash flows for the year ended 31 December 2013 ...................................................................................................... 10
- Notes to the Consolidated Financial Statements for the year ended 31 December 2013...................................................................................... 11
01.- Group activity.................................................................................................................................................................................................... 11
02.- Basis of presentation of the consolidated financial statements and basis of consolidation .............................................................................. 13
02.01.- Basis of presentation .............................................................................................................................................................................. 13
02.02.- Basis of consolidation ............................................................................................................................................................................ 15
03.- Accounting policies ........................................................................................................................................................................................... 21
03.01.- Goodwill ................................................................................................................................................................................................. 21
03.02.- Other intangible assets .......................................................................................................................................................................... 21
03.03.- Property, plant and equipment ............................................................................................................................................................... 22
03.04.- Non-current assets in projects................................................................................................................................................................ 23
03.05.- Investment property ............................................................................................................................................................................... 25
03.06.- Impairment of tangible assets, property, plant and equipment and intangible assets excluding goodwill .............................................. 25
03.07.- Inventories.............................................................................................................................................................................................. 26
03.08.- Non-current and other financial assets ................................................................................................................................................... 26
03.09.- Non-current assets held for sale, liabilities relating to non- current assets held for sale and discontinued operations........................... 27
03.10.- Equity ..................................................................................................................................................................................................... 33
03.11.- Government grants ................................................................................................................................................................................ 33
03.12.- Financial liabilities .................................................................................................................................................................................. 33
03.13.- Provisions............................................................................................................................................................................................... 34
03.14.- Risk management policy ........................................................................................................................................................................ 35
03.15.- Financial derivatives ............................................................................................................................................................................... 36
03.16.- Revenue recognition .............................................................................................................................................................................. 37
03.17.- Expense recognition ............................................................................................................................................................................... 38
03.18.- Offsetting ................................................................................................................................................................................................ 38
03.19.- Income tax.............................................................................................................................................................................................. 38
03.20.- Earnings per share ................................................................................................................................................................................. 38
03.21.- Foreign currency transactions ................................................................................................................................................................ 39
03.22.- Entities and branches located in hyperinflationary economies ............................................................................................................... 39
03.23.- Consolidated statements of cash flows .................................................................................................................................................. 40
03.24.- Entry into force of new accounting standards......................................................................................................................................... 40
04.- Intangible assets............................................................................................................................................................................................... 43
04.01.- Goodwill ................................................................................................................................................................................................. 43
04.02.- Other intangible assets .......................................................................................................................................................................... 45
05.- Property, plant and equipment.......................................................................................................................................................................... 46
06.- Non-current assets in projects .......................................................................................................................................................................... 48
07.- Investment property .......................................................................................................................................................................................... 51
08.- Joint ventures ................................................................................................................................................................................................... 51
09.- Investments in companies accounted for using the equity method................................................................................................................... 52
10.- Financial assets ................................................................................................................................................................................................ 53
10.01.- Equity instruments.................................................................................................................................................................................. 53
10.02.- Loans to associates ............................................................................................................................................................................... 55
10.03.- Other loans............................................................................................................................................................................................. 56
10.04.- Debt instruments .................................................................................................................................................................................... 56
10.05.- Other financial assets ............................................................................................................................................................................. 56
11.- Inventories ........................................................................................................................................................................................................ 57
12.- Trade and other receivables ............................................................................................................................................................................. 57
13.- Other current assets ......................................................................................................................................................................................... 60
14.- Cash and cash equivalents .............................................................................................................................................................................. 60
15.- Equity ............................................................................................................................................................................................................... 60
15.01.- Share capital .......................................................................................................................................................................................... 60
15.02.- Share premium....................................................................................................................................................................................... 61
15.03.- Retained earnings and other returns ...................................................................................................................................................... 61
15.04.- Treasury shares ..................................................................................................................................................................................... 63
15.05.- Interim dividend ...................................................................................................................................................................................... 63
3
INDEX
Page
15.06.- Adjustments for changes in value .......................................................................................................................................................... 64
15.07.- Non-controlling interests......................................................................................................................................................................... 65
16.- Grants ............................................................................................................................................................................................................... 67
17.- Bank borrowings, debt instruments and other marketable securities................................................................................................................ 67
17.01.- Debt instruments and other marketable securities ................................................................................................................................. 67
17.02.- Loans and credit facilities ....................................................................................................................................................................... 68
17.03.- Finance lease obligations ....................................................................................................................................................................... 70
18.- Limited recourse financing of projects and debts.............................................................................................................................................. 70
19.- Other financial liabilities .................................................................................................................................................................................... 72
20.- Provisions ......................................................................................................................................................................................................... 72
21.- Financial risk and capital management ............................................................................................................................................................ 80
22.- Derivative financial instruments ........................................................................................................................................................................ 85
23.- Trade and other payables ................................................................................................................................................................................. 88
24. Other current liabilities ....................................................................................................................................................................................... 89
25.- Segments ......................................................................................................................................................................................................... 89
25.01.- Basis of segmentation ............................................................................................................................................................................ 89
25.02.- Basis and methodology for business segment reporting ........................................................................................................................ 89
26.- Tax matters....................................................................................................................................................................................................... 96
26.01.- Consolidated tax group .......................................................................................................................................................................... 96
26.02.- Tax audit ................................................................................................................................................................................................ 96
26.03.- Reconciliation of the current income tax expense to accounting profit ................................................................................................... 96
26.04.- Detail of income tax expense ................................................................................................................................................................. 97
26.05.- Tax recognised in equity ........................................................................................................................................................................ 97
26.06.- Deferred tax assets and liabilities........................................................................................................................................................... 97
27.- Revenue ........................................................................................................................................................................................................... 98
28.- Expenses .......................................................................................................................................................................................................... 99
28.01.- Procurements ......................................................................................................................................................................................... 99
28.02.- Staff costs .............................................................................................................................................................................................. 99
28.03.- Share-based payment systems ............................................................................................................................................................ 100
28.04.- Operating leases .................................................................................................................................................................................. 103
28.05.- Changes in fair value of financial instruments ...................................................................................................................................... 103
28.06.- Financial income .................................................................................................................................................................................. 104
28.07.- Other gains or losses ........................................................................................................................................................................... 104
29.- Impairment and gains or losses on disposals of financial instruments ........................................................................................................... 104
30.- Distribution of profit......................................................................................................................................................................................... 104
31.- Earnings per share ......................................................................................................................................................................................... 104
31.01.- Basic earnings per share...................................................................................................................................................................... 104
31.02.- Diluted earnings per share ................................................................................................................................................................... 105
32.- Events after the reporting date ....................................................................................................................................................................... 105
33.- Related party balances and transactions........................................................................................................................................................ 106
33.01.- Transactions with associates ............................................................................................................................................................... 106
33.02.- Balances and transactions with other related parties ........................................................................................................................... 106
34.- Board of Directors and senior executives ....................................................................................................................................................... 108
34.01.- Transactions with members of the Board of Directors .......................................................................................................................... 109
34.02.- Remuneration of senior executives ...................................................................................................................................................... 109
35.- Other disclosures concerning the Board of Directors ..................................................................................................................................... 109
36.- Guarantee commitments to third parties ......................................................................................................................................................... 113
37.- Information on the environment ...................................................................................................................................................................... 114
38.- Auditors' fees .................................................................................................................................................................................................. 116
39.- Explanation added for translation to English .................................................................................................................................................. 116
40.- Appendices ..................................................................................................................................................................................................... 117
4
ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013
Thousands of Euros
ASSETS
Note
31/12/2013
31/12/2012
(*)
NON-CURRENT ASSETS
Intangible assets
04
14,390,514
15,172,747
4,491,245
4,540,185
Goodwill
2,725,848
2,559,822
Other intangible assets
1,765,397
1,980,363
Tangible assets - property, plant and equipment
05
2,413,741
2,950,977
Non-current assets in projects
06
757,470
729,893
Investment property
07
63,922
71,086
Investments accounted for using the equity method
09
1,366,466
1,731,614
Non-current financial assets
10
2,317,846
1,848,469
Long term cash collateral deposits
10
559,432
362,722
Derivative financial instruments
22
40,692
470,697
2,379,700
2,467,104
25,380,643
26,390,629
Deferred tax assets
26.06
CURRENT ASSETS
Inventories
11
1,817,199
1,920,115
Trade and other receivables
12
11,316,007
11,414,486
10,130,211
10,158,368
1,082,950
1,173,250
Trade receivables for sales and services
Other receivable
Current tax assets
Other current financial assets
26
102,846
82,868
10
2,980,141
1,705,449
22
11,981
9,014
Other current assets
13
176,641
212,238
Cash and cash equivalents
14
3,769,078
4,527,836
03.09
5,309,596
6,601,491
39,771,157
41,563,376
Non-current assets held for sale and discontinued operations
TOTAL ASSETS
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated statement of financial position
at 31 December 2013.
( * ) Data restated
5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2013
Thousands of Euros
EQUITY AND LIABILITIES
Note
31/12/2013
31/12/2012
(*)
EQUITY
15
SHAREHOLDERS' EQUITY
5,488,908
5,711,508
3,802,827
3,382,358
Share capital
157,332
157,332
Share premium
897,294
897,294
2,111,618
4,830,361
Reserves
(Treasury shares and equity interests)
(64,958)
(574,696)
Profit for the period of the parent
701,541
(1,927,933)
(534,914)
(725,840)
ADJUSTMENTS FOR CHANGES IN VALUE
Available-for-sale financial assets
Hedging instruments
27,927
154
(442,697)
(801,806)
Exchange differences
(120,144)
75,812
EQUITY ATTRIBUTED TO THE PARENT
3,267,913
2,656,518
NON-CONTROLLING INTERESTS
2,220,995
3,054,990
11,323,455
10,917,000
NON-CURRENT LIABILITIES
Grants
16
49,748
54,215
Non- current provisions
20
1,794,751
1,892,041
7,411,353
6,956,583
17
6,171,352
5,745,365
Project finance with limited recourse
18
1,035,693
1,103,847
Other financial liabilities
19
204,308
107,371
22
497,868
594,363
1,381,273
1,232,499
188,462
187,299
22,958,794
24,934,868
1,102,411
1,213,613
Non-current financial liabilities
Bank borrowings, debt instruments and other marketing securities
Deferred tax liabilities
26.06
Other non-current liabilities
CURRENT LIABILITIES
Current provisions
20
Current financial liabilities
4,131,977
4,591,375
Bank borrowings, debt , and other held-for-trading liabilities
17
3,593,400
3,943,345
Project finance with limited recourse
18
221,447
278,575
369,455
19
317,130
22
70,552
23,865
Trade and other payables
23
13,219,665
14,741,614
8,307,953
8,726,149
4,582,075
5,945,128
Suppliers
Other payables
Current tax liabilities
26
329,637
70,337
Other current liabilities
24
555,849
275,121
3,878,340
4,089,280
39,771,157
41,563,376
Liabilities relating to non-current assets held for sale and discontinued operations
TOTAL EQUITY AND LIABILITIES
03.09
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated statement of financial position at 31
December 2013.
( * ) Data restated
6
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2013
Thousands of Euros
Note
2013
2012
(*)
REVENUE
27
Changes in inventories of finished goods and work in progress
Capitalised expenses of in-house work on assets
Procurements
83,704
8,881
25,581
28.01
(24,834,110)
(23,918,513)
570,851
403,684
28.02
(8,339,894)
(8,680,555)
(2,788,157)
(3,265,407)
(1,207,908)
(1,468,872)
5,014
3,550
Other operating expenses
Depreciation and amortisation charge
Allocation of grants relating to non-financial assets and others
38,396,178
(41,447)
27
Other operating income
Staff costs
38,372,521
04,05,06 and 07
16
Impairment and gains on the disposal of non-current assets
03.09
(199,519)
36,913
Other profit or loss
28.07
98,431
(24,766)
1,644,663
1,591,497
OPERATING INCOME
Finance income
28.06
Financial costs
Changes in the fair value of financial instruments
22 and 28.05
Impairment and gains or losses on the disposal of financial instruments
105,476
219
(3,769,932)
22,970
(4,451,161)
09
95,982
339,353
1,763,615
(2,520,311)
26.04
(516,690)
1,005,216
1,246,925
(1,515,095)
( ** )
PROFIT FOR THE PERIOD
Profit attributed to non-controlling interests
15.07
Profit from discontinued operations attributable to non-controlling interests
15.07
PROFIT ATTRIBUTABLE TO THE PARENT
( ** ) Profit after tax from discontinued operations attributable to non-controlling
interests
555,294
255,707
PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS
Profit after tax from discontinued operations
(1,294,777)
29
PROFIT BEFORE TAX
Income tax
507,853
(1,123,676)
(25,099)
FINANCIAL RESULT
Results of companies accounted for using the equity method
360,744
-
107,465
1,246,925
(1,407,630)
(545,384)
(520,292)
-
(11)
701,541
(1,927,933)
-
107,454
03.09
EARNINGS PER SHARE
Thousands of Euros
2013
2012
Basic earnings per share
31
2.26
(6.62)
Diluted earnings per share
31
2.26
(6.62)
Basic earnings per share from discontinued operations
31
-
0.37
Basic earnings per share from continuing operations
31
2.26
(6.99)
Diluted Basic earnings per share from continuing operations
31
2.26
(6.99)
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated income statement at 31
December 2013.
( * ) Data restated
7
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2013
Thousands of Euros
31/12/2013
Of the Parent
A) Total consolidated profit
31/12/2012 ( * )
Of noncontrolling
interests
Total
Of the Parent
Of noncontrolling
interests
Total
701,541
545,384
1,246,925
(1,927,933)
520,303
(1,407,630)
701,541
545,384
1,246,925
(2,035,387)
520,292
(1,515,095)
-
-
-
107,454
11
107,465
118,375
(193,873)
(75,498)
(1,250,758)
(70,238)
(1,320,996)
93,494
(2,107)
91,387
(1,314,582)
7,852
(1,306,730)
335,745
63,251
398,996
(289,663)
(5,195)
(294,858)
(219,214)
(238,838)
(458,052)
(48,421)
(27,752)
(76,173)
37,058
28,406
65,464
(66,651)
(62,174)
(128,825)
(128,708)
(44,585)
(173,293)
468,559
17,031
485,590
94,873
(22,086)
72,787
2,844,907
11,793
2,856,700
Measurement of financial instruments
(39,241)
(106,669)
(145,910)
3,925,165
-
3,925,165
Cash flow hedges
119,133
63,631
182,764
117,782
16,847
134,629
23,258
19,306
42,564
(56)
-
(56)
Tax effect
(8,277)
1,646
(6,631)
(1,197,984)
(5,054)
(1,203,038)
914,789
329,425
1,244,214
(333,784)
461,858
128,074
Profit/(Loss) from continuing operations
Profit/(Loss) from discontinued operations
B) Income and expenses recognised directly in
equity
Measurement of financial instruments
Cash flow hedges
Arising from actuarial profit and loss and losses (**)
Tax effect
C) Transfers to profit or loss
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated statement of comprehensive income at 31 December
2013.
( * ) Data restated.
( ** ) The only item of income and expense recognized directly in equity which cannot be subsequently subject to transfer to the income statement is the
corresponding actuarial gains and losses.
8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2013
Thousands of Euros
Share
capital
Balance at 31 December 2011
Income/(expenses) recognised in equity
Capital increases/(reductions)
Stock options
Share
premium
Retained
earnings
and other
reserves
Treasury
shares
Valuation
adjustments
Profit/(Loss)
Interim
attributed to
dividend
the Parent
Noncontrolling
interests
TOTAL
157,332
897,294
4,709,557
(760,651)
(2,363,192)
961,940
(283,198)
2,872,182
6,191,264
-
-
(44,698)
-
1,637,352
(1,926,438)
-
461,858
128,074
3,666
-
(3,666)
-
-
-
-
-
-
-
-
8,709
-
-
-
-
-
8,709
Distribution of profit from the prior year
To reserves
-
-
462,045
-
-
(462,045)
-
-
-
To dividends
-
-
24,143
-
-
(499,895)
283,198
(178,907)
(371,461)
Treasury shares
(3,666)
-
(266,043)
185,955
-
-
-
-
(83,754)
Change in listed investees as a result of
actuarial and other gains
-
-
(54,773)
-
-
-
-
-
(54,773)
Change in the scope of consolidation and other
effects of a lesser amount
-
-
(6,408)
-
-
-
-
(100,143)
(106,551)
157,332
897,294
4,828,866
(574,696)
(725,840)
(1,926,438)
-
3,054,990
5,711,508
-
-
1,495
-
-
(1,495)
-
-
-
157,332
897,294
4,830,361
(574,696)
(725,840)
(1,927,933)
-
3,054,990
5,711,508
-
-
22,322
-
190,926
701,541
-
329,425
1,244,214
3,927
-
(3,927)
-
-
-
-
-
-
-
-
5,391
-
-
-
-
-
5,391
To reserves
-
-
(1,927,933)
-
-
1,927,933
-
-
-
2012 acquisition of bonus issue rights
-
-
(192,709)
-
-
-
-
-
(192,709)
IAS 19 revised
Balance at 31 December 2012 adjusted ( * )
Income/(expenses) recognised in equity
Capital increases/(reductions)
Stock options
Distribution of profit from the prior year
To dividends
-
-
-
-
-
-
-
(383,173)
(383,173)
Treasury shares
(3,927)
-
(261,303)
509,738
-
-
-
-
244,508
Treasury shares through investees
-
-
(142,811)
-
-
-
-
(112,501)
(255,312)
Change in listed investees as a result of
actuarial and other gains
-
-
9,585
-
-
-
-
-
9,585
Additional ownership interest in controlled
entities
-
-
(70,035)
-
-
-
-
(147,448)
(217,483)
2013 bonus issue rights
-
-
(140,970)
-
-
-
-
-
(140,970)
Change in the scope of consolidation and other
effects of a lesser amount
-
-
(16,353)
-
-
-
-
(520,298)
(536,651)
157,332
897,294
2,111,618
(64,958)
(534,914)
701,541
-
2,220,995
5,488,908
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated statement of changes in equity at 31 December 2013.
( * ) Data restated
9
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013
Thousands of Euros
31/12/2013
31/12/2012
(*)
A)
CASH FLOWS FROM OPERATING ACTIVITIES
1,011,813
1,299,550
1.
Profit/(Loss) before tax
1,763,615
(2,520,311)
2.
Adjustments for:
917,144
4,688,045
1,207,908
1,468,872
Other adjustments to profit (net) (Note 1.i)
(290,764)
3,219,173
3.
Changes in working capital
(947,638)
(206,989)
4.
Other cash flows from operating activities:
(721,308)
(661,195)
(1,113,692)
(1,292,736)
Dividends received
375,648
542,588
Interest received
233,465
242,574
(216,729)
(153,621)
Interest payable
Income tax payment/proceeds
B)
CASH FLOWS FROM INVESTING ACTIVITIES
1.
Investment payables:
Group companies, associates and business units
Property, plant and equipment, intangible assets and property investments
Other financial assets
2.
(97,744)
2,285,124
(2,100,711)
(2,496,027)
(534,687)
(515,952)
(1,279,283)
(1,749,222)
(202,218)
(135,468)
Other assets
(84,523)
(95,385)
Divestment:
2,002,967
4,781,151
Group companies, associates and business units
1,816,439
1,457,507
Property, plant and equipment, intangible assets and investment property
Other assets
149,832
640,884
33,663
2,678,297
3,033
4,463
(1,496,073)
(3,174,971)
C)
CASH FLOWS FROM FINANCING ACTIVITIES
1.
Equity instrument proceeds (and payment):
(476,556)
(83,754)
Acquisition
(942,222)
(155,880)
Disposal
2.
Liability instrument proceeds (and payment):
Issue
Refund and repayment
3.
Dividends paid and remuneration relating to other equity instruments:
4.
Other cash flows from financing activities:
Other financing activity proceeds and payables:
465,666
72,126
(1,251,044)
(2,323,237)
2,685,747
4,584,893
(3,936,791)
(6,908,130)
(397,979)
(639,150)
629,506
(128,830)
629,506
(128,830)
D)
EFFECT OF CHANGES IN EXCHANGE RATES
(176,754)
(37,044)
E)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(758,758)
372,659
F)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR
4,527,836
4,155,177
G)
CASH AND CASH EQUIVALENTS AT END OF THE YEAR
3,769,078
4,527,836
1. CASH FLOWS FROM OPERATING ACTIVITIES
-
-
2. CASH FLOWS FROM INVESTING ACTIVITIES
-
80,860
3. CASH FLOWS FROM FINANCING ACTIVITIES
-
-
CASH FLOWS FROM DISCONTINUED OPERATIONS
-
80,860
3,159,531
3,583,950
CASH AND CASH EQUIVALENTS AT YEAR END
Cash and banks
TOTAL CASH AND CASH EQUIVALENTS AT YEAR END
609,547
943,886
3,769,078
4,527,836
The accompanying notes 01 to 39 and Appendices I to V are an integral part of the consolidated statement of cash flows at 31 December 2013.
( * ) Data restated
10
ACS, Actividades de Construcción y Servicios, S.A. and Subsidiaries
Notes to the Consolidated Financial Statements for the year ended 31 December 2013
01.
Group Activity
ACS, Actividades de Construcción y Servicios, S.A., the Parent, is a company incorporated in Spain in accordance with the Spanish Public
Limited Liability Companies Law, and its registered office is at Avda. de Pío XII, 102, 28036 Madrid.
In addition to the operations carried on directly thereby, ACS, Actividades de Construcción y Servicios, S.A. is the head of a group of subsidiaries
that engage in various business activities and which compose, together with the Company, the ACS Group. Therefore, ACS, Actividades de
Construcción y Servicios, S.A. is obliged to prepare, in addition to its own individual financial statements, the Group's consolidated financial
statements, which also include the interests in joint ventures and investments in associates.
In accordance with its company object, the main business activities of ACS, Actividades de Construcción y Servicios, S.A., the Parent of the ACS
Group, are as follows:
1.
The business of constructing all kinds of public and private works, as well as the provision of services, for the conservation,
maintenance and operation of motorways, freeways, roads and, in general any type of public or private ways and any other type of
works, and any kind of industrial, commercial and financial actions and operations which bear a direct or indirect relationship thereto.
2.
The promotion, construction, restoration and sale of housing developments and all kinds of buildings intended for industrial,
commercial or residential purposes, either alone or through third parties. The conservation and maintenance of works, facilities and
services, whether urban or industrial.
3.
The direction and execution of all manner of works, facilities, assemblies and maintenance related to production plants and lines,
electric power transmission and distribution, substations, transformation, interconnection and switching centres, generation and
conversion stations, electric, mechanical and track installations for railways, metros and light rail, railway, light rail and trolleybus
electrification, electric dam installations, purifying plants, drinking water treatment plants, wharfs, ports, airports, docks, ships,
shipyards, platforms, flotation elements, and any other elements for diagnostics, tests, security and protection, controls for interlocking,
operating, metering - either directly remotely - for industries and buildings as well as those suited to the above listed, facilities,
electrification, public lighting and illumination, electric installations in mines, refineries and explosive environments; and in general all
manner of, facilities related to the production, transmission, distribution, upkeep, recovery and use of electric energy in all its stages
and systems, as well as the operation repair, replacement and upkeep of the components thereof. Control and automation of all
manner of electric networks and installations, remote controls and computer equipment required for the management, computerization
and rationalisation of all kinds of energy consumption.
4.
The direction and execution of all manner of works, facilities, assemblies and maintenance related to the electronics of systems and
networks for telephone, telegraph, signalling and S.O.S. communications, civil defence, defence and traffic, voice and data
transmission and use, measurements and signals, as well as propagation, broadcast, repetition and reception of all kinds of waves,
antennas, relays, radio-links, navigation aids, equipment and elements required for the execution of such works, assemblies and
facilities.
5.
The direction and execution of all manner of works, facilities, assemblies and maintenance related to the development, production,
transformation, storage, transmission, channelling, distribution, use, metering and maintenance of any other kind of energy and energy
product, and of any other energy that may be used in the future, including the supply of special equipment, elements required for
installation and erection, and materials of all kinds.
6.
The direction and execution of all manner of works, assemblies, facilities and maintenance of hydroelectric works to develop, store,
raise, drive or distribute water, and its piping, transport and distribution, including water and gas treatment facilities.
7.
The direction and execution of all manner of works, assemblies, facilities and maintenance for developing, transporting, channelling
and distributing liquid and solid gases for all kinds of uses.
8.
The direction and execution of all manner of works, assemblies, facilities and maintenance of ventilation, heating, air conditioning and
refrigeration works and works to improve the environment, for all kinds of uses.
9.
The direction and execution of all manner of works, facilities, assemblies and maintenance related to cable cars, gondola lifts, chair
lifts and aerial lifts for both passenger and material transport by means of systems of cables or any type of mechanical element. The
retrieval of ships and submerged elements, maritime salvages, ship breaking, naval fleet repairs, repairs and assembly of engines and
mechanical elements for ships, and underwater work and sale of aquatic and sports material.
11
10. The manufacture, transformation, processing, handling, repair, maintenance and all manner of operations of an industrial nature for
commercialisation related to machinery, elements, tools, equipment, electric protection material, bare and insulated conductors,
insulators, metal fittings, machines, tools and auxiliary equipment for assemblies and installation of railways, metros and light trains,
electric power transmission and distribution plants, lines and networks and for telephone and telegraph communications,
telecommunication, security, traffic, telematics and voice and data transmission systems; of elements and machines for the
development, transformation, transmission and use of all kinds of energies and energy products; of fluid and gas lift pumps, piping and
other elements, mechanisms, accessory instruments, spare parts and materials required for execution and performance of any
industrial, agricultural, naval, transport, communication and mining works, facilities and assemblies and others listed in the preceding
paragraphs. The production, sale and use of electricity and of other energy sources and the performance of studies relating thereto, and
the production, exploration, sale and use of all manner of solid, liquid or gaseous primary energy resources, including specifically all
forms and kinds of hydrocarbons and natural, liquefied or any other type of gas. Energy planning and rationalisation of the use of energy
and combined heat and power generation. The research, development and exploitation of communications and information technologies
in all their facets.
11. The manufacture, installation, assembly, erection, supply, maintenance and commercialisation of all kinds of products and elements
pertaining to or derived from concrete, ceramics, resins, varnishes, paints, plastics or synthetic materials; as well as metal structures
for industrial plants and buildings, bridges, towers and supports of metal or reinforced concrete or any synthetic material for all manner
of communications and electric power transmission or distribution, or any other class of energy material or product related to all types
of energy.
12. The manufacture, preparation, handling and finishing, diagnosis, treatment and impregnation for protection and preservation and sale
of wood in general, and especially of posts used for electric, telephone and telegraph lines, impregnation or servicing for mine and
gallery timbering, building supports, construction woodwork, crossties for railways and barricades, and the production and
commercialisation of antiseptic products and running of procedures for preserving wood, elements, tools and equipment of this nature.
The acquisition, provision, application and use of paints, varnishes, coverings, plating and, in general, construction materials.
13. The management and execution of reforestation and agricultural and fishery restocking works, as well as the maintenance and
improvement thereof. Landscaping, planting, revegetation, reforestation, maintenance and conservation of parks, gardens and
accessory elements.
14. The manufacture, installation, distribution and use in any way of all manner of ads and advertising supports. The design, construction,
fabrication, installation, maintenance, cleaning, upkeep and advertising use of all manner of street furniture and similar elements.
15. The provision of all manner of public and private services of an urban nature, including the execution of any necessary works and
facilities, either by administrative concession or leasing. The treatment, recycling and recovery of all kinds of urban, urban-similar,
industrial and sanitary waste; the treatment and sale of waste products, as well as the management and operation of waste treatment
and transfer plants. Drafting and processing of all manner of environment-related projects.
16. The cleaning services for buildings, constructions and works of any kind, of offices, commercial premises and public places.
Preparation, upkeep, maintenance, sterilisation, disinfection and extermination of rodents. Cleaning, washing, ironing, sorting and
transportation of clothing.
17. Furniture assemblies and installations, including tables, shelves, office material, and similar or complementary objects.
18. Transports of all kinds, especially ground transportation of passengers and merchandise, and the activities related thereto.
Management and operation, as well as provision of auxiliary and complementary services, of all manner of buildings and properties or
complexes for public or private use, intended for use as service areas or stations, recreational areas, and bus or intermodal
transportation stations.
19. The provision of integral health care and social assistance services by qualified personnel (physicians, psychologists, educators,
university graduates in nursing, social workers, physical therapists and therapists) and performance of the following tasks: home care
service; tele-home care and social health care; total or partial running or management of homes, day care centres, therapeutic
communities and other shelters and rehabilitation centres; transportation and accompaniment of the above-mentioned collectives;
home hospitalisation and medical and nursing home care; supply of oxygen therapy, gas control, electro-medicine, and associated
activities.
20. Provision of auxiliary services in housing developments, urban properties, industrial facilities, roadway networks, shopping centres,
official agencies and administrative departments, sports or recreational facilities, museums, fairgrounds, exhibition galleries,
conference and congress halls, hospitals, conventions, inaugurations, cultural and sports centres, sporting, social and cultural events,
exhibits, international conferences, annual general meetings and owners' association meetings, receptions, press conferences,
teaching centres, parks, farming facilities (agricultural, livestock and fisheries), forests, rural farms, hunting reserves, recreational and
12
entertainment areas, and in general all kinds of properties and events, by means of porters, superintendents, janitors, ushers, guards
or controllers, console operators, auditorium personnel, concierges, receptionists, ticket clerks (including ticket collection), telephone
operators, collectors, caretakers, first aid personnel, hostesses and similar personnel or personnel who complement their functions,
consisting of the maintenance and upkeep of the premises, as well as attention and service to neighbours, occupants, visitors and/ or
users, by undertaking the appropriate tasks, excluding in all cases those which the law reserves for security firms. Collection and
tallying of cash, and the making, collection and charging of bills and receipts. The development, promotion, exhibition, performance,
acquisition, sale and provision of services in the field of art, culture and recreation, in their different activities, forms, expressions and
styles.
21. Provision of emergency, prevention, information, telephone switchboard, kitchen and dining hall services. Opening, closing and
custody of keys. Turning on and off, running, supervision, maintenance and repair of engines and heating and air conditioning,
electricity and lift installations, water, gas and other supply pipes, and fire protection systems. The operation of rapid communication
systems with public assistance services, such as police, firemen, hospitals and medical centres. Fire fighting and prevention services
in general, in woodlands, forests, rural farms, and industrial and urban facilities.
22. Integral management or operation of public or private educational or teaching centres, as well as surveillance, service, education and
control of student bodies or other educational collectives.
23. Reading of water, gas and electricity meters, maintenance, repair and replacement thereof, monitoring and transcription of readouts,
meter inspection, data acquisition and updating, and instalment of alarms. Temperature and humidity measurements on roadways
and, in general, all kinds of properties and real estate, and public and private facilities, providing all the controls required for proper
upkeep and maintenance thereof, or of the goods deposited or guarded therein.
24. Handling, packing and distribution of food or consumer products; processing, flavouring and distribution of food for own consumption
or supply to third parties; servicing, replacement and maintenance of equipment, machinery and dispensing machines of the
mentioned products; and participation in operations with raw materials, manufactured goods and supplies.
25. Provision of ground services to passengers and aircraft. Integral logistic freight services, such as: loading, unloading, stowing and
unstowing, transport, distribution, placement, sorting, warehouse control, inventory preparation, replacement, control of warehouse
stocks and storage of all kinds of merchandise, excluding the activities subject to special legislation. Management and operation of
places of distribution of merchandise and goods in general, and especially perishable products, such as fish exchanges and wholesale
and retail markets. Reception, docking, mooring and service connections to boats.
26. Direct advertising services, postage and mailing of printed advertising and publicity material and, in general, all kinds of documents
and packages, on behalf of the clients.
27. Management, operation, administration, maintenance, upkeep, refurbishment and fitting out of all kinds of concessions in the broadest
sense of the word, including those that are part of the concessionary firm's shareholders and those that have any type of contractual
relation to develop any of the above-listed activities.
28. The acquisition, holding, use, administration and disposal of all manner of own-account securities, excluding activities that special
legislation, and in particular the legislation on the stock market, exclusively ascribes to other entities.
29. To manage and administer fixed-income and equity securities of companies not resident in Spain, through the related organisation of
the appropriate material and human resources in this connection.
30. Preparation of all manner of studies, reports and projects, and entering into contracts concerning the activities indicated in this article,
as well as supervision, direction and consulting in the execution thereof.
31. Occupational training and recycling of people who provide the services described in the preceding points.
02.
Basis of presentation of the Consolidated Financial Statements and basis of consolidation
02.01.- Basis of Presentation
The consolidated financial statements for 2013 of the ACS Group were prepared:


By the directors of the Parent, at the Board of Directors' Meeting held on 26 March 2014.
In accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union, in conformity with Regulation
(EC) no. 1606/2002 of the European Parliament and of the Council and subsequent amendments. The consolidation bases and the
13
principal accounting policies and measurement bases applied in preparing the Group's consolidated financial statements for 2013 are
summarised in Notes 02 and 03.

Taking into account all the mandatory accounting policies and rules and measurement bases with a material effect on the consolidated
financial statements, as well as the alternative treatments permitted by the relevant legislation in this connection, which are specified in Note
03 (Accounting Policies).

So that they present fairly the Group's consolidated equity and financial position at 31 December 2013, and the results of its operations, the
changes in consolidated equity and the consolidated cash flows in the year then ended.

On the basis of the accounting records kept by the Company and by the other Group companies.
However, since the accounting policies and measurement bases used in preparing the Group's consolidated financial statements for 2013
(IFRSs as adopted by the European Union) differ from those used by the Group companies (local standards), the required adjustments and
reclassifications were made on consolidation to unify the policies and methods used and to make them compliant with the International Financial
Reporting Standards adopted in Europe.
Except as indicated in the following paragraph, the bases of consolidation applied in 2013 are consistent with those applied in the 2012
consolidated financial statements.
On 1 January 2013, the ACS Group restated its 2012 consolidated financial statements for comparison purposes as a result of the entry into
force of the revised IAS 19 which is applied retroactively. This standard affects the recognition and measurement of the defined contribution
pension plans and only has a significant impact on the performance of assets related to the plans which are recognised in the income statement
which, as a result of the change, are determined based on the interest rate used to discount the defined benefit liability, instead of the market
expectations.
For these reasons, and in accordance with IAS 1, the financial statements for the corresponding comparative period of the previous year,
however, the third statement of financial position for 1 January 2012 is not presented since, as a result of that established in the 2009-2011
improvements project endorsed by the EU with respect to IAS 1 (specifically paragraph 40 A), it does not have a material effect (of relative
importance) with respect to the financial statements considered as a whole. The impact of applying this standard on the ACS Group at 31
December 2012 is a loss of EUR 1,495 thousand. It gave rise to a reclassification between "Reserves" and "Profit for the year attributable to the
parent" in the consolidated statement of financial position at 31 December 2012 amounting to EUR 1,495 thousand.
As a result of the foregoing, the effect on the 2012 consolidated income statement is detailed in this note. The ACS Group did not present the
statement of financial position for the first comparative year (i.e., 1 January 2012) since its effect is not material in accordance with that indicated
in paragraph 40 A of IAS 1. The main effects were:
Thousands of Euros
31/12/2012
Restated
REVENUE
OPERATING INCOME
Finance income
Effect review
IAS 19
31/12/2012
38,396,178
-
38,396,178
1,591,497
-
1,591,497
507,853
-
507,853
(1,294,777)
(4,992)
(1,289,785)
105,476
-
105,476
219
-
219
Impairment and gains or losses on the disposal of financial instruments
(3,769,932)
-
(3,769,932)
FINANCIAL RESULT
(4,451,161)
(4,992)
(4,446,169)
339,353
-
339,353
(2,520,311)
(4,992)
(2,515,319)
Financial costs
PROFIT BEFORE TAX
Income tax
PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS
Profit after tax from discontinued operations ( * )
PROFIT FOR THE PERIOD
Profit from discontinued operations attributable to non-controlling interests
( * ) Profit after tax from discontinued operations attributable to non-controlling interests
1,005,216
2,112
1,003,104
(1,515,095)
(2,880)
(1,512,215)
107,465
-
107,465
(1,407,630)
(2,880)
(1,404,750)
(520,292)
1,385
(521,677)
(11)
-
(11)
(1,927,933)
(1,495)
(1,926,438)
107,454
-
107,454
14
The ACS Group's consolidated financial statements for 2012, (IFRSs as adopted by the European Union) were approved by the shareholders at
the Annual General Meeting of ACS, Actividades de Construcción y Servicios, S.A. held on 10 May 2013.
The 2013 consolidated financial statements of the ACS Group have not yet been approved by the shareholders at the Annual General Meeting. However,
the Parent's Board of Directors considers that the aforementioned financial statements will be approved without any material changes.
Responsibility for the information and use of estimates
The information in these consolidated financial statements is the responsibility of the directors of the Group's Parent.
The consolidated financial statements were prepared from the 2013 accounting records of ACS, Actividades de Construcción y Servicios, S.A.
and of its Group companies, whose respective separate financial statements were approved by the directors of each company and business
segment, once they had been adapted for consolidation in conformity with International Financial Reporting Standards as adopted by the
European Union.
In the ACS Group's consolidated financial statements estimates were occasionally made in order to quantify certain of the assets, liabilities,
income, expenses and commitments reported herein. These estimates relate basically to the following:
- The measurement aimed at determining any impairment losses on certain assets (Notes 03.01, 03.06 and 10.01).
- The fair value of assets acquired in business combinations (Note 02.02.f).
- The measurement of goodwill and the allocation of assets on acquisitions (Note 03.01).
- The recognition of earnings in construction contracts (Note 03.16.01).
- The amount of certain provisions (Note 03.13).
- The assumptions used in the calculation of liabilities and obligations to employees (Note 03.12).
- The market value of the derivatives (such as equity swaps, put spreads, etc.) mentioned in Notes 09 and 10.
- The useful life of the intangible assets and property, plant and equipment (Notes 03.02 and 03.03).
- The recovery of deferred tax assets (Note 26).
- Financial risk management (see Note 21).
Although these estimates were made on the basis of the best information available at the date of preparation of these consolidated financial
statements on the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or
downwards) in coming years.
Changes in accounting estimates and policies and correction of fundamental errors
Changes in accounting estimates.- The effect of any change in accounting estimates is recognised in the same income statement line item as
that in which the expense or income measured using the previous estimate had been previously recognised.
Changes in accounting policies and correction of fundamental errors.- In accordance with IAS 8, the effect of any change in accounting policies
and of any correction of fundamental errors is recognised as follows: the cumulative effect at the beginning of the year is adjusted in reserves,
whereas the effect on the current year is recognised in profit or loss. Also, in these cases the financial date for the comparative year presented
together with the year in course is restated.
No errors were corrected in the 2012 Financial Statements.
Except as indicated in the following paragraphs and the entry into force of new accounting standards, the bases of consolidation applied in 2013
are consistent with those applied in the 2012 consolidated financial statements.
Functional currency
These consolidated financial statements are presented in euros, since this is the functional currency in the area in which the Group operates.
Transactions in currencies other than the euro are recognised in accordance with the policies established in Note 03.21.
02.02. Basis of consolidation
a) Balances and transactions with Group companies and associates
The significant intra-Group balances and transactions are eliminated on consolidation. Accordingly, all gains obtained by associates up to their
percentage of ownership interest and all gains obtained by fully consolidated companies were eliminated.
15
However, in accordance with the criteria provided by IFRIC 12, balances and transactions relating to construction projects undertaken by
companies of the Construction and Industrial Services division for concession operators are not eliminated on consolidation since these
transactions are considered to have been performed for third parties as the projects are being completed.
b) Standardisation of items
In order to uniformly present the various items comprising these consolidated financial statements, accounting standardisation criteria have been
applied to the individual financial statements of the companies included in the scope of consolidation.
In 2013 and 2012 the reporting date of the financial statements of all the companies included in the scope of consolidation was the same or was
temporarily brought into line with that of the Parent.
c) Subsidiaries
“Subsidiaries” are defined as companies over which the ACS Group has the capacity to exercise effective control; control is, in general but not
exclusively, presumed to exist when the Parent owns directly or indirectly half or more of the voting power of the investee or, even if this
percentage is lower or zero, when, for example, there are agreements with other shareholders of the investee that give the Parent control. In
accordance with IAS 27, control is the power to govern the financial and operating policies of a company so as to benefit from its activities.
The financial statements of the subsidiaries are fully consolidated with those of the Parent. Where necessary, adjustments are made to the
financial statements of the subsidiaries to adapt the accounting policies used to those applied by the Group.
Likewise, the ACS Group at 31 December 2013 does not have an effective interest of less than 50% in companies considered subsidiaries. At
2012 year end, the most significant Company in this section was Hochtief, A.G. with 49.90% (see Note 02.02.f). At 2013 year end, the ACS
Group held 50.35% of Hochtief, A.G.
The main companies of the ACS Group with dividend rights of more than 50% which are not fully consolidated include: Clece, S.A., Escal UGS, S.L.,
Hospital Majadahonda, S.A., Autovía de los Pinares, S.A., Desarrollo de Equipamientos Públicos, S.L., FTG Fraser Transportation Group Partnership
and Sociedad Concesionaria Ruta del Canal, S.A. This circumstance arises because the control over these companies is exercised by other
shareholders or because decisions require the affirmative vote of another or other shareholders, and consequently, they have been recognised as
joint ventures or companies accounted for using the equity method.
The sale and purchase agreements for lntercambiador de Transportes de Avenida de América, S.A. and Sociedad Concesionaria Ruta del Canal,
S.A. carried out in 2012 included various clauses and addenda which determined how the governing bodies of the aforementioned companies would
be comprised after the sale and purchase transactions, and what their decisions and competencies would be.
In both cases, the main decisions related to the companies' operations always require the affirmative vote of the non-controlling shareholders.
The main mechanisms pursuant to which these agreements are articulated are as follows:
-
In the case of Sociedad Concesionaria Ruta del Canal, S.A., 77.5% of the shareholders in the Annual General Meeting must vote in
favour of the resolutions adopted with respect to matters for which it has sole responsibility, such as: (i) changes to the bylaws, (ii)
approval of financing plans for the concession company, (iii) modification, cancellation or termination of the Concession Agreement,
(iv) allocation/distribution of the results for the year, (v) appointment of the Company's auditor, (vi) approval of the financial statements,
(vii) provision of guarantees, (viii) dissolution of the Company, (ix) approval of non-monetary contributions, (x) decrease in the number
of members of the Board.
Likewise, with regard to the Board, the Company's Governing Body, the decisions must be taken by a qualified majority, taking into
account that the non-controlling shareholders must always vote in favour of matters which are the sole responsibility of the Board.
Some of the most important matters are as follows: (i) approval of modifications of the Concession Agreement, Related Agreements or
Financing Documents, (ii) creation, sale or acquisition of subsidiaries, (iii) acquisition or disposal of assets, (iv) arrangement of
guarantees, (v) authorisation of changes to the accounting policies, (vi) changes to the dividend policy or (vii) approval of the annual
budget.
-
In the case of Desarrollo de Equipamientos Públicos, S.L. (a holding company which holds the shares which ACS has in
lntercambiador de Transportes de Avenida de América, S.A.) 81% of the shareholders in the Annual General Meeting must vote in
favour of the resolutions adopted with respect to matters for which they have sole responsibility, such as (i) the appointment, removal
or termination of directors, (ii) changes to the bylaws, (iii) resolutions which entail a change to the capital structure, (iv) the dissolution
and/or liquidation of the Company or application for insolvency proceedings, (v) approval of the financial statements, (vi) relevant
modifications which affect the dividend policy, (vii) the appointment of the Company's auditor and (viii) authorising the Company to
carry out activities outside of their company object.
Likewise, with regard to the Board of Directors, comprised of three members from Iridium and two of the non-controlling shareholders,
four out of the five members must approve the resolutions regarding matters for which the Board has sole responsibility. In this regard,
matters for which it has sole responsibility are related to important issues such as the following: (i) approval of the annual budget, (ii)
16
approval of modifications to the Company's financial models or its annual budget, (iii) approval or substantial modification to hedge
contracts, (iv) financing agreements, refinancing or restructuring of special relevance, (v) substantial changes with respect to the
ordinary course of business, (vi) creation, sale or acquisition of subsidiaries, (vii) appointment and removal of the Chairman, Deputy
Chairman, Secretary and Deputy Secretary of the Board of Directors, or (viii) contracts with annual billings of more than EUR 100
thousand, for example.
Thus, ACS considers that the rights of the non-controlling shareholders are far from being merely protection rights, and represent authentic
management rights over the Companies in question and, therefore, ACS does not exercise exclusive control over them. The loss of control entail,
as indicated in paragraph 34 of IAS 27, the recognition of the fair value of the residual ownership interest held.
In the case of Clece, S.A., after the sale of 23.5% of the ownership interest held by the ACS Group in 2012, it was consolidated using the equity
method because it is jointly controlled with the non-controlling shareholders even though the Group holds 76.5% of the remaining share capital.
The existence of joint control is demonstrated by certain clauses included in the Shareholder Agreement entered into by the parties with regard to
Company governance. Thus, firstly, the parties agreed that the Governing Body of Clece would be a Board of Directors comprised of six member,
of which three are appointed by ACS and the other three are buyers and, therefore, the percentage of economic participation does not coincide
with the voting rights granted to one party or the other. Secondly, resolutions are adopted by the Board with the favourable vote of at least four
Board members, which entails the need for an agreement to exist between both parties in order for decisions to be taken. Furthermore, in the
same Shareholders Agreement, it was resolved that the decisions regarding certain matters for which the shareholders at the Annual General
Meeting have sole responsibility (changes to the bylaws, capital increases or reductions, distribution of dividends, etc.) can only be voted with the
favourable vote of ACS and the buyers. Due to all of the foregoing, there must be unanimity between the parties, both for decisions to be adopted
by the Board, as well with respect to matters for which the shareholders at the Annual General Meeting have sole responsibility, which is a clear
indication of joint control, requiring that the ownership interest which ACS still holds in Clece be consolidated using the equity method.
With regard to the aforementioned ownership interest, after the sale performed in 2012, the ACS Group granted the buyers a purchase option
over its shares which can only be exercised once and may not be partially exercised, until 31 December 2014. The Group, given the financial
market conditions, analysed the requirements included in IFRS 5 in order to classify it as an asset held for sale and concluded that they were not
met at 2012 year end. In the opinion of the directors of the Parent, there were no changes which required that the conclusions reached in 2012
be changed and, therefore, they believe that the equity method was the correct basis of consolidation to be applied at 2013 year end.
At 31 December 2013, the ownership interest held by the ACS Group in Escal UGS, S.L. amounted to 66.67%. However, the directors consider
that it does not have control over the business based on the following circumstances:
- The activity and the control mechanisms of Escal UGS, S.L. are regulated by the protocol agreement between ACS Servicios Comunicaciones
y Energía, S.L., Castor UGS, L.P.(owners of 33.33% of the shares) and Enagás, S.A. entered into in 2007. Pursuant to this agreement, ACS
undertakes to sell to Enagás and Enagás undertakes to purchase from ACS, 50% of its ownership interest once the condition regarding the
inclusion of the facilities into the gas system is met (entry into commercial service of the plant and start of operations and access to the
system's remuneration). The agreement includes the possibility that Enagás may enter into the shareholder structure prior to the facilities
entering into the system.
- The sale price of the aforementioned ownership interest is set as the present value of the cash flows of the Escal business plan discounted to
the financing rate for remuneration established by the applicable regulation. The price floor (minimum value) will be the nominal value of the
funds contributed by ACS to the project, i.e., ACS is not exposing itself to any "risk" in a literal sense.
- The protocol establishes Enagás' control parameters and functions during the operating phase.
- The business of Escal UGS, S.L. consists of developing an integrated product which includes the design, construction, financing, operation and
maintenance of the financed project. All of the decisions related to the significant activities to be carried out are basically grouped in the
following two differentiated phases: on the one hand the construction phase and on the other hand the operating phase. The concession was
granted for a period of 30 years, which may be extended for 2 successive periods of 10 years each.
IAS 27 establishes that the control over the business, considered as a whole, is the power to manage a company's financial and operating
policies in order to obtain profit from its activities. The concept of "financial and operating policies" is not defined as such therein, although it
should be understood that they are comprised of the policies which guide the Company's main activities, such as sales, human resources or the
manufacturing process itself.
Taking into account the company object of Escal UGS, S.L., it must be understood that the operating policies begin to be implemented effectively
from the time the facility enters into service, at which point, in accordance with the agreements entered into by the parties, ACS has no control
over them whatsoever. That is to say, taking into account the unique characteristics of the operations and the importance of the transaction, the
directors consider that the ACS Group does not have control over the business' significant activities which, logically, are focused mainly on the
operations phase of gas storage, with the construction activity consisting only of performing the activities necessary for the business' entry into
service. In this respect, ACS fundamentally acts as an (turnkey) EPC contractor for a facility which is strongly regulated (including in the
construction and development phase). The entry of the Castor underground gas storage facility requires that Enagás acquire 50% of the
ownership interest of ACS. Enagás will supervise the operations and maintenance of the storage. As stated in the concession document, the
operation of the facilities related to the "Castor" underground storage facility shall be carried out in accordance with the instructions of the
17
technical system's technical manager, in accordance with that established in section 1 of article 64 of Law 34/1998, of 7 October, on the
Hydrocarbon Sector. As a result the directors consider, based on the required performance of the commitment to exit upon the entry into service
of the main business, that the Group does not have control over the main business' significant activities, neither during the construction phase
nor the operation phase.
In relation specifically to the construction phase, given the nature of the project described above, certain matters must be considered which are
related to the significant activities carried out by the company in the aforementioned phase, where the existence of a third party associated with
the project requires additional analysis (beyond those which have ownership interests in the share capital or in the voting rights of the project
companies) of the capacity to govern and take decisions which affect this phase in a differentiated manner. In this connection, the Castor
underground gas storage facility is considered an integral part of the mandatory planning and is, consequently, considered basic storage for the
purposes of that set forth in article 59.2 of Law 34/1998, of 7 October, on the Hydrocarbons Sector. Thus, it is a facility which is considered part
of national strategy and unique, forming part of a strongly regulated sector. The regulator's control over the energy activity grants it a very active
role in the current construction phase and entry into service, participating in the project's design and construction, which is very complex with
regard to technical and budget matters, and the monitoring of the development of the process' milestones. Thus, the regulator periodically
reviews whether the project is meeting the requirements and subjects it to a technical and financial audit, an audit which is essential in order for
the Administration to obtain the definitive start-up certificate and for the asset to be included in the Spanish gas system, with the definitive
remuneration being obtained only for those costs incurred which comply with the provisions determined by the regulator during the construction
phase, who, thus maintains additional control over the variances which could arise in the project. Consequently, the power held by the
government regulator and the management of the significant activities carried out during the construction phase is sufficiently great that the
Company is not truly governing through its voting rights. Thus, ACS' substantive exercise of its voting rights is, in practice, limited during the
construction phase.
Additionally, at the beginning of 2012, once the construction activity reached a significantly advanced stated, the ACS Group initiated
negotiations for the sale of all of its ownership interest, opening various data room and bilateral negotiation processes with potential investors in
order to complete its definitive departure from the project upon its entry into service and, thus, it is included under assets held for sale (see Note
03.09).
Furthermore, during the final months of 2013, certain events occurred related to the performance of Escal which lead the plant's activity to be
suspended by the Ministry of Industry, Energy and Tourism, thereby preventing the plant's commercial entry into service and its connection to the
gas system. The entry of the Castor system for the underground gas storage facility requires that Enagás acquire 50% of the ownership interest
of ACS. The Group's directors believe that the circumstances exist for the Group to maintain the ownership interest recognised as "held for sale".
On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired (i.e., a discount on acquisition) is credited to profit and loss on the
acquisition date. The interest of non-controlling shareholders is stated at their proportion of the fair values of the assets and liabilities recognised.
Also, the share of third parties of:
 The equity of their investees is presented within the Group's equity under "Non-controlling interests" in the consolidated statement of financial
position.
 The profit for the year is presented under "Profit attributable to non-controlling interests" and "Profit from discontinued operations attributable to
non-controlling interests" in the consolidated income statement and in the consolidated statement of changes in equity.
The results of subsidiaries acquired during the year are included in the consolidated income statement from the date of acquisition to year-end.
Similarly, the results of subsidiaries disposed of during the year are included in the consolidated income statement from the beginning of the year
to the date of disposal.
Appendix I to these notes to the consolidated financial statements details the subsidiaries and information thereon.
Section f) of this Note contains information on acquisitions and disposals, as well as increases and decreases in ownership interest.
d) Joint ventures
A joint venture is a contractual arrangement whereby two or more companies (venturers) have interests in entities (jointly controlled entities) or
undertake operations or hold assets so that strategic financial and operating decisions affecting the joint venture require the unanimous consent
of the venturers. By applying the alternative provided in IAS 31 on Interests in joint ventures, the ACS Group has accounted for jointly controlled
companies using the equity method under "Investments accounted for using the equity method" in the accompanying consolidated statement of
financial position. The share in the profit after tax of these companies is included under "Results of companies accounted for using the equity
method" in the accompanying consolidated income statement.
18
Within the area of business in which the ACS Group operates, mention should be made of the Spanish Unincorporated Joint Ventures (Uniones
Temporales de Empresas - UTEs) and similar entities (various types of joint ventures) abroad, which are entities through which cooperation
arrangements are entered into with other venturers in order to carry out a project or provide a service for a limited period of time. In cases where
individual control of the assets and associated operations is evidenced, the companies are accounted for proportionately in the accompanying
consolidated financial statements based upon the Group's ownership interest therein, in accordance with IAS 31.
The assets and liabilities assigned to these types of entities are recognised in the consolidated statement of financial position, classified
according to their specific nature on the basis of the existing percentage of ownership. Similarly, income and expense arising from these entities
is presented in the consolidated income statement on the basis of their specific nature and in proportion to the Group's ownership interest.
Note 08 and Appendix IV contain relevant information on the main joint ventures.
e) Associates
Associates are companies over which the Group is in a position to exercise significant influence and which are not subsidiaries or interests in
joint ventures. Generally, this capacity relates to the fact that it holds -directly or indirectly- 20% or more of the voting power of the investee.
Exceptionally, the following entities (in which the Group owns 20% or more of the voting rights) are not considered to be Group associates since
they do not have a significant influence, or are fully inoperative and irrelevant for the Group as a whole. The concession operators for motorways
in Greece, Nea Odos Concession Société Anonyme and Central Greece Motorway Concession, S.A., were no longer consolidated using the
equity method in 2013 as a result of the agreements reached with the other partners, bringing the lack of significant influence to an end.
Therefore, the equity method is no longer used as the bases for consolidation, and the investments are recognised as available-for-sale financial
assets under valuation adjustments to equity.
Investments in associates are accounted for using the equity method, whereby they are initially recognised at acquisition cost. Subsequently, on
each reporting date, they are measured at cost, plus the changes in the net assets of the associate based on the Group's percentage of
ownership. The excess of the cost of acquisition over the Group's share of the fair value of the net assets of the associate at the date of
acquisition is recognised as goodwill. The goodwill relating to an associate is included in the carrying amount of the investment and is not
amortised. Any excess in the Group's share in the fair value of the net assets of the associate over acquisition cost at the acquisition date is
recognised in profit or loss.
The profit or loss, net of tax, of the associates is included in the Group’s consolidated income statement under "Share of results of entities
accounted for using the equity method”, in proportion to the percentage of ownership. Previously, the appropriate adjustments are made to take
into account the depreciation of the depreciable assets based on their fair value at the date of acquisition.
If as a result of losses incurred by an associate its equity is negative, the investment should be presented in the Group's consolidated statement
of financial position with a zero value, unless the Group is obliged to give it financial support.
Note 09 and Appendix III contain relevant information on the main joint ventures.
f) Changes in the scope of consolidation
The main changes in the scope of consolidation of the ACS Group (formed by ACS, Actividades de Construcción y Servicios, S.A. and its
subsidiaries) in the year ended 31 December 2013 are described in Appendix V.
Acquisitions, sales, and other corporate transactions
During 2013, the inclusion of companies into the scope of consolidation occurred mainly due to the incorporation thereof.
The most notable acquisition in the year related to the purchase of Leighton Welspun Contractors (a company consolidated using the equity
method) for EUR 78,935 thousand, increasing the ownership interest in the aforementioned company by 39.90% to reach 100% at 27 December
2013. The fair value of the aforementioned ownership interest prior to the purchase was EUR 119,021 thousand, and therefore the fair value of
the acquisition amounted to EUR 197,956 thousand. This acquisition entailed the recognition of goodwill amounting to EUR 155,752 thousand
and a loss of EUR 56,199 thousand (see Note 29) because the translation differences were taken to loss. The acquisition included EUR 31,472
thousand of non-current assets, EUR 191,021 of current assets and EUR 180,936 thousand of liabilities. The annual sales amounted to EUR
310,071 thousand and the annual net loss amounted to EUR 6,171 thousand.
On 23 July 2013, Dragados, S.A., a wholly-owned subsidiary of ACS, Actividades de Construcción y Servicios, S.A., launched a delisting
takeover bid over its polish investee, Przedsiębiorstwo Robót Inżynieryjnych POL-AQUA, S.A., which was completed on 19 September with the
acquisition of 8.3 million shares, representing 30.8% of the share capital, for EUR 6.9 million. Subsequently, a compulsory purchase process was
carried out on the remaining 3.82% of the share capital to reach 100%. The aforementioned transaction entailed the recognition of EUR 3.8
19
million directly in equity, corresponding to negative reserves for the surplus paid over the value of the non-controlling interests acquired at said
date.
- Hochtief, A.G.
The ACS Group considered the conditions to be appropriate to fully consolidate its investment in Hochtief A. G, with effect from 1 June
2011. Therefore, at that date, in accordance with IFRS 3, it was necessary to make an assessment so as to recognise the fair value of
identifiable assets and liabilities acquired from Hochtief, A.G. separately from goodwill, the fair value of the identifiable assets and liabilities
assumed from Hochtief, A.G. (Purchase Price Allocation - PPA) at the acquisition date. Once the twelve-month period laid down in the
standard for the definitive assignment of the assets identified and the liabilities assumed as a result of the acquisition of Hochtief, A.G. has
elapsed, it was established for 2012 as follows:
Thousands of Euros
Carrying
Amount
Fair value of
net assets
2,041,252
-
565,832
1,504,370
2,070,202
Other non-current assets
3,825,626
56,580
3,882,206
Current assets
9,131,438
(68,355)
9,063,083
Non-current liabilities
(2,903,875)
(1,847,616)
(4,751,491)
Current liabilities
(8,836,023)
(381,625)
(9,217,648)
Intangible assets
Total net assets
2,041,252
3,824,250
(736,646)
3,087,604
(1,268,420)
195,532
(1,072,888)
Fair value of the fully acquired net assets (100%)
-
-
2,014,716
Fair value of assets relating to non-controlling interests
-
-
1,105,734
Fair value of the net assets of the acquirer
-
-
908,982
Cumulative reserves from the purchase to the first date of full consolidation
-
-
(28,353)
Purchase price
-
-
2,371,136
Goodwill (Note 04.01)
-
-
1,433,801
Non-controlling interests
-
Allocation of
net assets
The main assets to which a higher value was attributed relate to the backlog of construction work and the relationships with customers,
whose balances are amortised based on the useful life taken into account and whose effect on amortisation in 2013 amounted to EUR
193,517 thousand (EUR 282,900 thousand in 2012).
In accordance with IAS 27, the goodwill arising from the acquisition of Hochtief, A.G. shares subsequent to 1 June 2011, given that the ACS
Group had already fully consolidated this ownership interest, was recognised in reserves (EUR 10,609 thousand in 2013 and EUR 29,289
thousand in 2012).
In 2013 the most relevant disposals of ownership interest in the share capital of subsidiaries, joint ventures or associates relate to the sale of
70% of Leighton's telecommunication assets for a profit before tax and non-controlling interests of Hochtief and ACS of EUR 154,282 thousand,
the sale of all of the airports managed by Hochtief to a subsidiary of the Canadian pension fund, Public Sector Pension Investment Board, for
EUR 1,083 million completed in September 2013 and the sale of the facility management business of Hochtief, which were sold to Spie, S.A. in
September with financial impact from 1 January 2013, for a price of EUR 236 million (see Note 03.09). The proceeds from the sale of the airports
and the facility management business gave rise to profit before tax and non-controlling interests of EUR 122,704 thousand and EUR 157,755
thousand, respectively.
The main changes in the scope of consolidation in 2012 were as follows:
-
On 8 March 2012, the ACS Group sold its ownership interest of 23.25% of Clece, S.A. to various funds managed by Mercapital, to which it
has also granted the option to purchase the remaining capital. Following this date control of Clece, S.A. is to be exercised jointly by the
acquiring funds and by ACS, and the company is to be accounted for using the equity method rather than being fully consolidated. The sale
price was EUR 80 million, which represents a total business value of EUR 505.7 million (see Note 03.09).
-
The sale of all ownership interest in Abertis Infraestructuras, S.A. and a profit before tax of EUR 196,699 thousand recognised under
"Impairment and gains or losses on disposals of financial instruments" in the accompanying consolidated income statement. After ACS,
Actividades de Construcción y Servicios, S.A. disposed of its ownership interest in Abertis Infraestructuras, S.A., ACS and Trebol Holdings
S.à.r.l. reached an agreement to terminate the shareholders agreement published on 1 September 2010.
20
-
With regard to Sociedad Concesionaria Vespucio Norte Express, S.A., a portion of these gains were not recognised in the ACS Group's
consolidated income statement, since these gains were eliminated as a result of the adjustments made in the PPA.
03.
Accounting Policies
The principal accounting policies used in preparing the Group's consolidated financial statements, in accordance with International Financial
Reporting Standards (IFRSs), as adopted by the European Union, were as follows:
03.01. Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable
assets and liabilities of a subsidiary or jointly controlled entity at the date of acquisition.
Any excess of the cost of the investments in the consolidated companies over the corresponding underlying carrying amounts acquired, adjusted
at the date of first-time consolidation, is allocated as follows:
- If it is attributable to specific assets and liabilities of the companies acquired, increasing the value of the assets (or reducing the value of the
liabilities) whose market values were higher (lower) than the carrying amounts at which they had been recognised in their balance sheets
and whose accounting treatment (amortisation, accrual, etc.) was similar to that of the same assets (liabilities) of the Group. Those
attributable to specific intangible assets, recognising it explicitly in the consolidated statement of financial position provided that the fair
value at the acquisition date can be measured reliably.
- Goodwill is only recognised when it has been acquired for consideration and represents, therefore, a payment made by the acquirer in
anticipation of future economic benefits from assets of the acquired company that are not capable of being individually identified and
separately recognised.
- Goodwill acquired on or after 1 January 2004, is measured at acquisition cost and that acquired earlier is recognised at the carrying amount
at 31 December 2003.
In both cases, at the end of each reporting period goodwill is reviewed for impairment (i.e., a reduction in its recoverable amount to below its
carrying amount) and, if there is any impairment, the goodwill is written down with a charge to "Impairment and gains or losses on the disposal of
non-current assets" in the consolidated income statement, since, as stipulated in IFRS 3, goodwill is not amortised.
An impairment loss recognised for goodwill must not be reversed in a subsequent period.
On disposal of a subsidiary or jointly controlled entity, the attributable amount of goodwill is included in the determination of the gain or loss on
disposal.
Goodwill arising on the acquisition of companies with a functional currency other than the euro is translated to euros at the exchange rates
prevailing at the date of the consolidated statement of financial position, and changes are recognised as translation differences or impairment, as
appropriate.
Any negative differences between the cost of investments in consolidated companies and associates below the related underlying carrying
amounts acquired, adjusted at the date of first-time consolidation, is classified as negative goodwill and is allocated as follows:
 If the negative goodwill is attributable to specific assets and liabilities of the companies acquired, by increasing the value of the liabilities (or
reducing the value of the assets) whose market values were higher (lower) than the carrying amounts at which they had been recognised in
their balance sheets and whose accounting treatment (amortisation, accrual, etc.) was similar to that of the same assets (liabilities) of the
Group.
 The remaining amounts are presented under "Other gains or losses" in the consolidated income statement for the year in which the share
capital of the subsidiary or associate is acquired.
03.02. Other intangible assets
Intangible assets are identifiable non-monetary assets, without physical substance, which arise as a result of a legal transaction or which are
developed internally by the consolidated companies. Only assets whose cost can be estimated reliably and from which the consolidated
companies consider it probable that future economic benefits will be generated are recognised.
21
Intangible assets are measured initially at acquisition or production cost and are subsequently measured at cost less any accumulated
amortisation and any accumulated impairment losses. These assets are amortised over their useful life.
The ACS Group recognises any impairment loss on the carrying amount of these assets with a charge to "Impairment and gains or losses on the
disposal of non-current current assets" in the consolidated income statement. The criteria used to recognise the impairment losses on these
assets and, where applicable, the reversal of impairment losses recognised in prior years are similar to those used for property, plant and
equipment (Note 03.06).
03.02.01. Development expenditure
Development expenditure is only recognised as intangible assets if all of the following conditions are met:
a) an identifiable asset is created (such as computer software or new processes);
b) it is probable that the asset created will generate future economic benefits; and
c) the development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-line basis over their useful lives (over a maximum of five years). Where no
internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the year in which it is incurred.
03.02.02. Administrative concessions
Concessions may only be recognised as assets when they have been acquired by the company for a consideration (in the case of concessions
that can be transferred) or for the amount of the expenses incurred to directly obtain the concession from the State or from the related public
agency.
Concessions are generally amortised on a straight-line basis over the term of the concession.
In the event of non-compliance, leading to the loss of the concession rights, the carrying amount of the concession is written off.
03.02.03. Computer software
The acquisition and development costs incurred in relation to the basic computer systems used in the Group's management are recorded with a
charge to "Other intangible assets" in the consolidated statement of financial position.
Computer system maintenance costs are recognised with a charge to the consolidated income statement for the year in which they are incurred.
Computer software may be contained in a tangible asset or have physical substance and, therefore, incorporate both tangible and intangible
elements. These assets will be recognised as property, plant and equipment if they constitute an integral part of the related tangible asset, which
cannot operate without that specific software.
Computer software is amortised on a straight-line basis over a period of between three and four years from the entry into service of each
application.
03.02.04. Other intangible assets
This heading basically includes the intangible assets related to the acquired companies' construction backlog and customer base, mainly of the Hochtief
Group. These intangible assets are measured at fair value on the date of their acquisition, and if material, on the basis of independent external reports.
The assets are amortised in the five to ten year period in which it is estimated that profit will be contributed to the Group.
03.03. Property, plant and equipment
Land and buildings acquired for use in the production or supply of goods or services or for administrative purposes are stated in the statement of financial
position at acquisition or production cost less any accumulated depreciation and any recognised impairment losses.
The capitalised costs include borrowing costs incurred during the asset construction period only, provided that it is probable that they will give rise
to future economic benefits for the Group. Capitalised borrowing costs arise from both specific borrowings expressly used for the acquisition of an
asset and general borrowings in accordance with the criteria established in IAS 23. Investment income earned on the temporary investment of
specific borrowings not yet used to acquire qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other interest
costs are recognised in profit or loss in the year in which they are incurred.
Replacements or renewals of complete items that lead to a lengthening of the useful life of the assets or to an increase in their economic capacity
are recognised as additions to property, plant and equipment, and the items replaced or renewed are derecognised.
Periodic maintenance, upkeep and repair expenses are recognised in profit or loss on an accrual basis as incurred.
22
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Amortisation is calculated, using the straight-line method, on the basis of the acquisition cost of the assets less their residual value; the land on
which the buildings and other structures stand has an indefinite useful life and, therefore, is not depreciated.
The period property, plant and equipment amortisation charge is recognised in the consolidated income statement and is basically based on the
application of amortisation rates determined on the basis of the following average years of estimated useful life of the various assets:
Years of
Estimated Useful Life
Buildings
20-50
Plant and machinery
3-20
Other fixtures, tools and furniture
3-14
Other items of tangible assets - property plant and equipment
4-12
Notwithstanding the foregoing, the property, plant and equipment assigned to certain contracts for services that revert to the contracting agency
at the end of the contract term are amortised over the shorter of the term of the contract or the useful life of the related assets.
Assets held under finance leases are recognised in the corresponding asset category, are measured at the present value of the minimum lease
payments payable and are amortised over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the
relevant lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the
lessee. All other leases are classified as operating leases.
Assets held under finance leases are amortised on a basis similar to that of owned assets. If there is no reasonable certainty that the lessee will
ultimately obtain ownership of the asset upon the termination of the lease, the asset is depreciated over the shorter of its useful life or the term of
the lease.
Interest relating to the financing of non-current assets held under finance leases is charged to consolidated profit for the year using the effective
interest method, on the basis of the repayment of the related borrowings. All other interest costs are recognised in profit or loss in the year in
which they are incurred.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in consolidated income.
The future costs that the Group will have to incur in respect of dismantling, restoration and environmental rehabilitation of certain facilities are
capitalised to the cost of the asset, at present value, and the related provision is recognised. The Group reviews each year its estimates of these
future costs, adjusting the value of the provision recognised based on the related studies.
03.04. Non-current assets in projects
This heading includes the amount of investments, mainly in transport, energy and environmental infrastructures which are operated by ACS
Group subsidiaries and which are financed under a project finance arrangement (limited recourse financing applied to projects).
These financing structures are applied to projects capable in their own right of providing sufficient guarantees to the participating financial
institutions with regard to the repayment of the funds borrowed to finance them. Each project is performed through specific companies in which
the project assets are financed, on the one hand, through a contribution of funds by the developers, which is limited to a given amount, and on
the other, generally representing a larger amount, through borrowed funds in the form of l non-current debt. The debt servicing of these credit
facilities or loans is supported mainly by the cash flows to be generated by the project in the future and by security interests in the project's
assets.
These assets are valued at the costs directly allocable to construction incurred through their entry into operation (studies and designs, compulsory
purchases, reinstatement of services, project execution, project management and administration expenses, installations and facilities and similar items)
and the portion relating to other indirectly allocable costs, to the extent that they relate to the construction period.
Also included under this heading will be the borrowing costs incurred prior to the entry into operation of the assets arising from external financing
thereof. Capitalised borrowing costs arise from specific borrowings expressly used for the acquisition of an asset.
23
Upkeep and maintenance expenses that do not lead to a lengthening of the useful life of the assets or an increase in their production capacity
are expensed currently.
The residual value, useful life and depreciation method applied to the companies’ assets are reviewed periodically to ensure that the depreciation method
used reflects the pattern in which the economic benefits arising from operating the non-current assets in projects are consumed.
This heading also includes the amount of the concessions to which IFRIC 12 has been applied. These mainly relate to investments in transport,
energy and environmental infrastructures operated by ACS Group subsidiaries and financed under a project finance arrangement (limited
recourse financing applied to projects), regardless of whether the demand risk is assumed by the group or the financial institution. In general, the
loans are supported by security interests over the project cash flows.
The main features to be considered in relation to non-current assets in projects are as follows:
 The concession assets are owned by the concession grantor in most cases.
 The grantor controls or regulates the service offered by the concession operator and the conditions under which it should be provided.
 The assets are operated by the concession operator as established in the concession tender specifications for an established concession
period. At the end of this period, the assets are returned to the grantor, and the concession operator has no right whatsoever over these
assets.
 The concession operator receives revenues for the services provided either directly from the users or through the grantor.
In general, a distinction must be drawn between two clearly different phases: the first in which the concession operator provides construction or
upgrade services which are recognised under intangible or financial assets by reference to the stage of completion pursuant to IAS 11,
“Construction contracts” and; a second phase in which the concession operator provides a series of maintenance or operation services of the
aforementioned infrastructure, which are recognised in accordance with IAS 18, “Ordinary income”.
An intangible asset is recognised when the demand risk is borne by the concession operator and a financial asset is recognised when the
demand risk is borne by the concession grantor since the operator has an unconditional contractual right to receive cash for the construction or
upgrade services. These assets also include the amounts paid in relation to the fees for the award of the concessions.
In certain mixed arrangements, the operator and the grantor may share the demand risk, although this is not common for the ACS Group.
All the infrastructures of the ACS Group concession operators were built by Group companies, and no infrastructures were built by third parties.
The revenue and expenses relating to infrastructure construction or improvement services are recognised at their gross amount (record of sales
and associated costs), the construction margin being recognised in the consolidated financial statements.
Intangible assets
For concessions classified as intangible assets, provisions for dismantling, removal and rehabilitation and any steps to improve and increase
capacity, the revenue from which is contemplated in the initial contract, are capitalised at the start of the concession and the amortisation of these
assets and the adjustment for provision discounting are recognised in profit or loss. Also, provisions to replace and repair the infrastructure are
systematically recognised in profit or loss as the obligation is incurred.
Borrowing costs arising from the financing of the infrastructure are recognised in the period in which they are incurred and those accruing from
the construction until the entry into service of the infrastructure are capitalised only in the intangible asset model.
Intangible assets are amortised on the basis of the pattern of consumption, taken to be the changes in and best estimates of the production units
of each activity. The most important concession business in quantitative terms is the motorways activity, whose assets are depreciated or
amortised on the basis of the concession traffic.
Financial assets
Concessions classified as a financial asset are recognised at the fair value of the construction or improvement services rendered. In accordance
with the amortised cost method, the related revenue is allocated to profit or loss at the interest rate of the receivable arising on the cash flow and
concession payment projections, which are presented as revenue on the accompanying consolidated income statement. As described previously,
the revenue and expense relating to the provision of the operation and maintenance services are recognised in the consolidated income
statement in accordance with IAS 18, “Ordinary income”, and the finance costs relating to the concession are recognised in the accompanying
consolidated income statement according to their nature.
24
Interest income on the concessions to which the accounts receivable model is applied is recognised as sales, since these are considered to be
ordinary activities, forming part of the overall objective of the concession operator, and are carried on and provide income on a regular basis.
Replacements or renewals of complete items that lead to a lengthening of the useful life of the assets or to an increase in their economic capacity
are recognised as additions to property, plant and equipment, and the items replaced or renewed are derecognised.
The work performed by the Group on non-current assets is measured at production cost, except for the work performed for concession operators,
which is measured at selling price.
Concession operators amortised these assets so that the carrying amount of the investment made is zero at the end of the concession.
Non-current assets in projects are depreciated on the basis of the pattern of use which, in the case of motorways, is generally determined by the
traffic projected for each year. However, certain contracts have terms shorter than the useful life of the related non-current assets, in which case
they are depreciated over the contract term.
At least at each balance sheet date, the companies determine whether there is any indication that an item or group of items of property, plant and
equipment is impaired so that, as indicated in Note 03.06, an impairment loss can be recognised or reversed in order to adjust the carrying
amount of the assets to their value in use.
The companies consider that the periodic maintenance plans for their facilities, the cost of which is recognised as an expense in the year in which
it is incurred, are sufficient to ensure delivery of the assets that have to be returned to the concession provider in good working order on expiry of
the concession contracts and that, therefore, no significant expenses will arise as a result of their return.
03.05. Investment property
The Group classifies as investment property the investments in land and structures held either to earn rentals or for capital appreciation, rather than for
their use in the production or supply of goods or services or for administrative purposes; or for their sale in the ordinary course of business. Investment
property is measured initially at cost, which is the fair value of the consideration paid for the acquisition thereof, including transaction costs. Subsequently,
accumulated depreciation, and where applicable, impairment losses are deducted from the initial cost.
In accordance with IAS 40, the ACS Group has elected not to periodically revaluate its investment property on the basis of its market value, but rather to
recognise it at cost, net of the related accumulated depreciation, following the same criteria as for "Property, plant and equipment”.
Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost,
less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with
the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready
for their intended use.
Investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic
benefits are expected from its sale or disposal by any other means.
Gains or losses arising from the retirement, sale or disposal of the investment property by other means are determined as the difference between
the net disposal proceeds from the transaction and the carrying amount of the asset, and is recognised in profit or loss in the period of the
retirement or disposal.
Investment property is depreciated on a straight-line basis over its useful life, which is estimated to range from 25 to 50 years based on the
features of each asset, less its residual value, if material.
03.06. Impairment of tangible assets, property, plant and equipment and intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets, as well as its investment properties, to
determine whether there is any indication that those assets might have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset itself does not generate cash
flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash flows have not been adjusted.
25
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of the impairment loss is recognised as income
immediately.
03.07. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and
overheads incurred in bringing the inventories to their present location and condition.
Trade discounts, rebates and other similar items are deducted in determining the costs of purchase.
The cost of inventories is calculated by using the weighted average cost formula. Net realisable value is the estimated selling price less the
estimated costs of completion and costs to be incurred in marketing, selling and distribution.
The Group assesses the net realisable value of the inventories at year-end and recognises the appropriate loss if the inventories are overstated.
When the circumstances that previously caused inventories to be written down no longer exist or when there is clear evidence of an increase in
net realisable value because of changed economic circumstances, the amount of the write-down is reversed.
03.08. Non-current and other financial assets
Except in the case of financial assets at fair value through profit or loss, financial assets are initially recognised at fair value, plus any directly
attributable transaction costs. The Group classifies its non-current and current financial assets, excluding investments in associates and those
held for sale, in four categories.
In the statement of financial position, financial assets maturing within no more than 12 months are classified as current assets and those
maturing within more than 12 months as non-current assets.
03.08.01. Loans and receivables
These are non-derivative financial assets with fixed or determinable payments not traded in an active market. After their initial recognition, they
are measured at amortised cost using the effective interest method.
The "amortised cost" is understood to be the acquisition cost of a financial asset or liability minus principal repayments, plus or minus the
cumulative amortisation taken to profit or loss of any difference between that initial cost and the maturity amount. In the case of financial assets,
amortised cost also includes any reduction for impairment.
The effective interest rate is the discount rate that exactly matches the net carrying amount of a financial instrument to all its estimated cash flows
of all kinds through its residual life.
Deposits and guarantees given are recognised at the amount delivered to meet contractual commitments, regarding gas, water and lease
agreements, etc.
Period changes for impairment and reversals of impairment losses on financial assets are recognised in the consolidated income statement for
the difference between their carrying amount and the present value of the recoverable cash flows.
03.08.02. Held-to-maturity investments
These are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group has the positive intention and
ability to hold to the date of maturity. After their initial recognition, they are also measured at amortised cost.
03.08.03. Financial assets at fair value through profit or loss
These include the financial assets held for trading and financial assets managed and measured using the fair value model. These assets are measured at
fair value in the consolidated statement of financial position and changes are recognised in the consolidated income statement.
26
03.08.04. Available-for-sale investments
These are non-derivative financial assets designated as available for sale or not specifically classified within any of the previous categories.
These relate mainly to investments in the share capital of companies not included in the scope of consolidation.
After their initial recognition at cost of acquisition, these investments are measured at fair value, recognising the gains or losses arising thereon in
equity until the investment is sold or suffers impairment losses, at which time the cumulative gain or loss previously presented in equity under
“Valuation Adjustments” is transferred to profit or loss as gains or losses on the corresponding financial assets.
The fair value of investments actively traded in organised financial markets is determined by reference to their closing market price at year-end.
Investments for which there is no active market and whose fair value cannot be reliably determined are measured at cost or at their underlying
carrying amount, or at a lower amount if there is any evidence of impairment.
03.08.05. Derecognition of financial assets
The Group derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and
substantially all the risks and rewards of ownership of the financial asset have been transferred, such as in the case of firm asset sales, factoring
of trade receivables in which the Group does not retain any credit or interest rate risk, sales of financial assets under an agreement to repurchase
them at fair value and the securitisation of financial assets in which the transferor does not retain any subordinated debt, provide any kind of
guarantee or assume any other kind of risk.
However, the Group does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received,
in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of bill discounting,
with-recourse factoring, sales of financial assets under an agreement to repurchase them at a fixed price or at the selling price plus interest and
the securitisation of financial assets in which the transferor retains a subordinated interest or any other kind of guarantee that absorbs
substantially all the expected losses.
03.08.06. Fair value hierarchies
Financial assets and liabilities measured at fair value are classified according to the hierarchy established in IFRS 7, as follows:
Level 1:
Quoted prices (unadjusted) on active markets for identical assets or liabilities.
Level 2:
Inputs other than prices quoted included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices)
or indirectly (i.e., derived from prices).
Level 3:
Inputs for the asset or liability that are not based on observable market data.
03.09. Non-current assets held for sale, liabilities relating to non-current assets held for sale and discontinued operations
At 31 December 2013, non-current assets held for sale relate mainly to the renewable energy activities (wind farms and solar thermal plants),
motorway concession assets, logistics activity and certain assets from Hochtief, A.G., as well as the ownership interest in aurelis Real Estate. In
all the above cases a formal decision was made by the Group to sell these assets, and a plan for their sale was initiated. These assets are
currently available for sale and the sale is expected to be completed within a period of 12 months from the date of their classification as assets
held for sale.
The main changes in 2013 are due to:
-
On 28 June 2013, Leighton Holding completed the sale to Ontario Teachers' Pension Plan of approximately 70% of its telecommunication
assets which included the companies Nextgen Networks, Metronode and Infoplex. The sale price entailed valuing 100% of the
aforementioned assets at AUD 771 million (approximately, EUR 590 million) for a profit before tax of EUR 154,282 thousand (see Note 29).
-
The sale of all of the airports managed by Hochtief, A.G. to a subsidiary of the Canadian pension fund, Public Sector Pension Investment Board,
for EUR 1,083 million completed in September 2013 for a profit before tax of EUR 122,701 thousand (see Note 29).
-
Additionally, in 2013, the sale of the Facility Management business was included as assets held for sale. They were sold to Spie, S.A. in
September with financial impact from 1 January 2013, for a price of EUR 236 million and profit before tax of EUR 157,755 thousand (see
Note 29).
-
In 2013, aurelis Real Estate was also included which was sold in January 2014, as well as certain assets of PT Thiess Contractors in
Indonesia, from the subsidiary, Hochtief, A.G.
27
The main change in 2012 was due to the sale of 23.5% of Clece to various funds managed by Mercapital, to which a purchase option was
granted on the remaining share capital. As of 8 March 2012, the date of the sale, the company became jointly controlled. Other significant
changes were caused the sale of the waste collection activity carried out by Thiess, and the sale of certain transmission lines in Brazil and certain
wind farms.
It is noteworthy that the renewable assets and most of the concessions, which were classified as held for sale, were held in this category for a
period of over twelve months. However, they were not sold due to certain circumstances, which at the time of their classification were not likely,
mainly related to regulatory uncertainties in the electricity sector and the situation of the financial markets. However, the Group continues to be
committed to the plans for selling these assets, which are being actively marketed, and there is a high probability that the sale will take place in
the short term. Paragraph B1 (c) of appendix B of IFRS 5 exempts a company from using a one year period as the maximum period for
classifying an asset as held for sale if, during the aforementioned period, circumstances arise which were previously considered unlikely (such as
is the case with the regulatory changes), the assets continue to be actively for sale at a reasonable price and they fulfil the requirements
undertaken by Management and there is a high probability that the sale will occur within one year from the balance sheet date. To the extent that
the environment improves and investor confidence increases, ACS may continue with its sale processes which it remains committed to.
Discontinued operations
No operations discontinued operations were carried out in 2013.
After the sale of 23.5% of the ownership interest of the ACS Group in the Clece Group (comprised of Clece, S.A. and its subsidiaries) on 8 March
2012, Clece was no longer considered discontinued activity and was fully consolidated using the equity method since it has joint control together
with the new partner. For this reason, in the 2012 income statement, the net gain on the sale of Clece amounted to EUR 150,100 thousand,
which was recognised under "Profit after tax from discontinued activities" in the consolidated income statement. This profit included both the
unrealised gain on the sale of the 23.5% ownership interest, which amounted to EUR 39.7 million, and the revaluation to its market value of the
investment held as a result of the loss of control, which amounted to EUR 110.3 million.
In addition to the foregoing, it included profit from this activity during the first two months of 2012 amounting to EUR 7,354 thousand, net of taxes
and non-controlling interests.
The breakdown of the profit from discontinued operations in the period ended 31 December 2012 was as follows:
Thousands of
Euros
31/12/2012
Clece
Revenue
Operating expenses
Operating income
183,043
(171,082)
11,961
Profit before tax
10,508
Income tax
(3,143)
Profit after tax and non-controlling interests
(11)
7,354
Profit before tax from the disposal of discontinued operations
216,496
Tax on the disposal of discontinued operations
(66,396)
Net profit from the disposal of discontinued operations
150,100
Profit after tax and non-controlling interests from discontinued operations
157,454
At 31 December 2013 and 31 December 2012, there were not assets or liability corresponding to any discontinued activity.
No income and expenses were recognised under the heading "Adjustments for changes in value" in relation to the discontinued operation at 31
December 2013 or 31 December 2012.
At 31 December 2013 and 31 December 2012, the discontinued operations have no effect on the consolidated statement of comprehensive
income other than the effects on profit listed above.
The breakdown of the effect of the discontinued operations on the statement of cash flows at 31 December 2012 was as follows:
28
Thousands of Euros
31/12/2012
Clece
Cash flows from operating activities
-
Cash flows from investing activities
80,860
Cash flows from financing activities
-
Net cash flows from discontinued operations
80,860
In addition, in 2012 a net provision of taxes of EUR 50,000 thousand was recognised for future possible contingencies relating to discontinued
operations sold that reduced the amount under "Profit after tax and non-controlling interests from discontinued operations" in the consolidated
income statement to a profit of EUR 107,454 thousand. In 2013 an agreement was reached with the buyer which reduced the original gain by an
amount lower than the provision recognised at 2012 year end. Subsequent to 2013 year end, and based on the agreements reached with
Mercapital, the ACS Group's ownership interest in Clece stood at 75%.
Non-current assets classified as held for sale
The lines of business relating to the renewable energy assets and power transmission lines are included under the Industrial Services activity
area. Certain of the remaining port and logistics assets are included in the Environment area and lastly, the motorways, the investment in aurelis
and the assets of PT Thiess Contractors are included in the Construction activity area.
In addition to the aforementioned assets and liabilities, certain immaterial assets and liabilities held for sale from among the ACS Group
companies are also included as non-current assets and liabilities relating to non-current assets.
The breakdown of the main assets and liabilities held for sale at 31 December 2013 is as follows:
Thousands of Euros
31/12/2013
Concessions
aurelis
Real Estate
PT Thiess
Contractors
Indonesia
20,266
591
-
130,896
97,074
248,827
8
576
-
-
37,326
37,910
2,678,715
787,482
-
-
-
3,466,197
116,629
52,349
132,307
-
21,342
322,627
96,042
39,244
-
-
7,427
142,713
-
-
38,458
-
594,230
632,688
Renewable
energy
Intangible assets
Financial Assets
Deferred tax assets
Current assets
Other
Total
249,804
63,584
14,281
17,830
113,135
458,634
Financial assets held for sale
3,161,464
943,826
185,046
148,726
870,534
5,309,596
2,341,450
757,889
-
68,116
323,179
3,490,634
Current liabilities
Liabilities relating to assets held for sale
Non-controlling interests held for sale
284,566
27,639
-
-
75,501
387,706
2,626,016
785,528
-
68,116
398,680
3,878,340
1,163
(3,317)
-
-
19,817
17,663
On 12 July Royal Decree-Law 9/2013 was published adopting urgent measures to guarantee the financial stability of the electricity system
affecting the remuneration framework for renewable energy which the majority of the electricity production facilities of the ACS Group in Spain
had availed themselves of.
This new regulation envisages that, in addition to compensation for the sale of the power generated measured at market price, a specific
compensation consisting of a term per unit of installed power which, where applicable, covers the investment costs of a standard facility which
cannot be recovered through the sale of energy and, where appropriate, the difference between the operating costs and the revenue received
from the aforementioned standard facility's participation in the market.
The following will be taken into consideration to calculate the aforementioned specific remuneration for a standard facility, throughout its
regulatory useful life and based on the activity performed by an efficient and well-managed company:
a)
The standard revenue from the sale of energy generated measured at the production market price
b)
The standard operating costs
c)
The standard value of the initial investment
29
The objective of these parameters is not to exceed the minimum level necessary to cover the costs which allow the facilities to compete on an
equal basis with the other technologies in the market and which allow reasonable profitability to be obtained. With regard to reasonable
profitability, the Royal Decree indicates that, before taxes, it will be approximately the average profitability in the secondary market of ten-year
government bonds applying an appropriate spread. The first additional provision of Royal Decree-Law 9/2013 sets the appropriate spread for
those facilities which have availed themselves of the premium economic regime at 300 basis points, all of the foregoing, notwithstanding a
possible review every 6 years.
As a result of the publication of this proposed ministerial order, for the approval of the remuneration parameters of the standard facilities
applicable to certain electrical power production from renewable energy sources, cogeneration and waste, on 3 February 2014, subject to a
consultation period, the ACS Group made a preliminary estimate of the impact that such a regulation would have on the Group's wind farms and
solar thermal plants in Spain.
In order to prepare the impairment test, the ACS Group used internal projections, estimated based on this new regulation, discounting the cash
flows to an average weighted average cost of capital (WACC) after taxes of 7%, considering the remuneration established in the aforementioned
draft ministerial order based on the age of the assets and the remuneration for operating and maintenance costs. On this basis, the ACS Group
recognised an impairment loss of EUR 199,256 thousand which reduced the balance of "Assets held for sale" and was recorded under the
heading "Impairment and gains on the disposal of non-current assets" of the accompanying consolidated income statement. Likewise, and in
relation to certain laws published during the final months of 2012 and prior to the preparation of the 2012 financial statements, the Group, based
on its best estimates, evaluated their possible impact on the value of its energy assets, and recognised an impairment loss amounting to EUR
300,000 thousand.
As a result of these legislative changes, certain divestment processes were slowed and even postponed until the related legislative framework is
effectively clarified.
In this connection, the Group considers that at 2013 year end, the exceptional criteria established in IFRS 5 in order to continue to classify them
as held for sale based on the following:
-
Their sale was not completed due to circumstances which at the time of their classification were not likely, mainly related to regulatory
uncertainties in the electricity sector and the situation of the financial markets, matters which have progressed favourable during
recent months.
-
The Group continues to be committed to the sale plans for these assets, which are either actively for sale or a high probability exists
that their sale will occur. In other cases, sale agreements have been signed and are pending fulfilment of the conditions precedent,
standard in these types of agreements, in order for them to be definitively derecognised.
At 31 December 2013 and 2012, "Non-current assets held for sale" includes the investment in the Castor underground gas storage facility made
by Escal UGS, S.A. accounted for using the equity method amounting to EUR 228,486 thousand (EUR 164,268 thousand in 2012). This amount
includes the participating loan for EUR 235,469 thousand at 31 December 2013 (EUR 184,697 thousand at 31 December 2012) granted by ACS
Servicios, Comunicaciones y Energía, S.L.
The ACS Group's ownership interest in the aforementioned company is 66.67%. However, the directors consider that it does not have control
over the business based on the following circumstances:

The activity and the control mechanisms of Escal UGS, S.L. are regulated by the protocol agreement between ACS Servicios
Comunicaciones y Energía, S.L., Castor UGS, L.P.(owners of 33.33% of the shares) and Enagás, S.A. entered into in 2007. Pursuant
to this agreement, ACS undertakes to sell to Enagás and Enagás undertakes to purchase from ACS, 50% of its ownership interest
once the condition regarding the inclusion of the facilities into the gas system is met (entry into commercial service of the plant and
start of operations and access to the system's remuneration). The agreement includes the possibility that Enagás may enter into the
shareholder structure prior to the facilities entering into the system.

The sale price of the aforementioned ownership interest is set as the present value of the cash flows of the Escal UGS, S.L. business
plan discounted to the financing rate for remuneration established by the applicable regulation. The price floor (minimum value) will be
the nominal value of the funds contributed by ACS to the project, i.e., ACS is not exposing itself to any "risk" in a literal sense.


The protocol establishes Enagás' control parameters and functions during the operating phase.
The business of Escal UGS, S.L. consists of developing an integrated product which includes the design, construction, financing,
operation and maintenance of the financed project. All of the decisions related to the significant activities to be carried out are basically
grouped in the following two differentiated phases: on the one hand the construction phase and on the other hand the operating
phase. The concession was granted for a period of 30 years, which may be extended for two successive periods of 10 years each.
IAS 27 establishes that the control over the business, considered as a whole, is the power to manage a company's financial and operating
policies in order to obtain profit from its activities. The concept of "financial and operating policies" is not defined as such therein, although it
30
should be understood that they are comprised of the policies which guide the Company's main activities, such as sales, human resources or the
manufacturing process itself.
Taking into account the company object of Escal UGS, S.L., it must be understood that the operating policies begin to be implemented effectively
from the time the facility enters into service, at which point, in accordance with the agreements entered into by the parties, ACS has no control over
them whatsoever. That is to say, taking into account the unique characteristics of the operations and the importance of the transaction, the directors
consider that the ACS Group does not have control over the business' significant activities which, logically, are focused mainly on the operations
phase of gas storage, with the construction activity consisting only of performing the activities necessary for the business' entry into service. In this
respect, ACS fundamentally acts as an (turnkey) EPC contractor for a facility which is strongly regulated (including in the construction and
development phase). The entry of the Castor system for the underground gas storage facility requires that Enagás acquire 50% of the ownership
interest of ACS. Enagás will supervise the operations and maintenance of the storage. As stated in the concession document, the operation of the
facilities related to the "Castor" underground storage facility shall be carried out in accordance with the instructions of the technical system's technical
manager, in accordance with that established in section 1 of article 64 of Law 34/1998, of 7 October, on the Hydrocarbon Sector. As a result the
directors consider, based on the required performance of the commitment to exit upon the entry into service of the main business, that the Group
does not have control over the main business' significant activities, neither during the construction phase nor the operation phase.
In relation specifically to the construction phase, given the nature of the project described above, certain matters must be considered which are
related to the significant activities carried out by the company in the aforementioned phase, where the existence of a third party associated with the
project requires additional analysis (beyond those which have ownership interests in the share capital or in the voting rights of the project companies)
of the capacity to govern and take decisions which affect this phase in a differentiated manner. In this connection, the Castor underground storage of
gas is considered an integral part of the mandatory planning and is, consequently, considered basic storage for the purposes of that set forth in article
59.2 of Law 34/1998, of 7 October, on the Hydrocarbons Sector. Thus, it is a facility which is considered part of national strategy and unique, forming
part of a strongly regulated sector. The regulator's control over the energy activity grants it a very active role in the current construction phase and
entry into service, participating in the project's design and construction, which is very complex with regard to technical and budget matters, and the
monitoring of the development of the process' milestones. Thus, the regulator periodically reviews whether the project is meeting the requirements
and subjects it to a technical and financial audit, an audit which is essential in order for the Administration to obtain the definitive start-up certificate
and for the asset to be included in the Spanish gas system, with the definitive remuneration being obtained only for those costs incurred which comply
with the provisions determined by the regulator during the construction phase, who, thus maintains additional control over the variances which could
arise in the project. Consequently, the power held by the government regulator and the management of the significant activities carried out during the
construction phase is sufficiently great that the Company is not truly governing through its voting rights. Thus, ACS' substantive exercise of its voting
rights is, in practice, limited during the construction phase.
Additionally, at the beginning of 2012, once the construction activity reached a significantly advanced stated, the ACS Group began negotiation
processes for the sale of all of its ownership interest, opening various data room and bilateral negotiation processes with potential investors in
order to complete its definitive departure from the project upon its entry into service.
In 2013 the company cancelled the initial financing for the project and successfully placed the "Project Bond" for the Castor Project, the first with these
characteristics issued with the European Investment Bank's Project Bond Credit Enhancement (PBCE) guarantee programme. The issue amounted
to EUR 1,400 million, for a 21.5 year period and a final rate of 5.756% (BBB+ Fitch rating and a BBB S&P rating).
Furthermore, during the final months of 2013, certain events occurred related to the performance of Escal which lead the plant's activity to be
suspended by the Ministry of Industry, Energy and Tourism, thereby preventing the plant's commercial entry into service and its connection to the
gas system. The ACS Group considers that, after the appropriate technical studies, which are currently being carried out, as well as the
corresponding technical and accounting audit, which have been completed and delivered to the Ministry, the aforementioned problems will be
resolved satisfactorily. In any case, the ACS Group understands that Escal UGS, S.L. has the right to return the concession at any time during
the 25 years following the awarding of the concession and has the right to collect the total net carrying amount thereof, unless fraud or
negligence is demonstrated, in which case it will have the right to collect the residual amount. Consequently, the ACS Group considers that the
value of the investment is recoverable in any scenario related to this investment and, thus, at 31 December 2013 and 2012, no impairment was
recognised on this investment.
The amount of the construction surety bond granted by ACS Servicios, Comunicaciones y Energía, S.L. to Escal UGS, S.L. amounts to EUR 59
million (EUR 59 million at 31 December 2012).
The breakdown of the main assets and liabilities held for sale at 31 December 2012 was as follows:
31
Thousands of Euros
31/12/2012
Renewable
energy
Intangible assets
Financial Assets
Deferred tax assets
Concessions
19,029
Airports
managed by
Hochtief
TelCo
Other
709
185
464,178
43,900
Total
528,001
23,095
592
5,905
15,080
59,312
103,984
2,610,991
797,787
-
-
10,026
3,418,804
96,157
29,171
1,312,146
-
19,794
1,457,268
110,281
48,955
-
-
9,443
168,679
569,777
-
-
1,278
20,002
548,497
167,329
57,996
16,000
17,130
96,523
354,978
3,026,882
935,210
1,335,514
516,390
787,495
6,601,491
2,626,331
763,469
4,373
30,056
311,989
3,736,218
137,358
20,754
13,675
107,056
74,219
353,062
2,763,689
784,223
18,048
137,112
386,208
4,089,280
(1,180)
-
372,861
-
29,294
400,975
Current assets
Current liabilities
Non-controlling interests held for sale
The net debt recognised under assets and liabilities held for sale at 31 December 2013 amounted to EUR 2,073,186 thousand (EUR 2,170,058
thousand at 31 December 2012) in renewable energies, EUR 593,403 thousand (EUR 596,367 thousand at 31 December 2012) in concession
assets, EUR 57,633 thousand (EUR 53,550 thousand at 31 December 2012) in transmission lines, and EUR 248,849 thousand (EUR 168,331
thousand at 31 December 2012) in other assets. The net debt is calculated using the arithmetical sum of the current and non-current financial
liabilities, less long-term deposits, other current financial assets and cash and other cash equivalents.
The income and expenses recognised under "Valuation adjustments" in the consolidated statement of changes in equity, which relate to
operations considered to be held for sale at 31 December 2013 and 2012, are as follows:
Thousands of Euros
31/12/2013
Renewable
energy
Concessions
aurelis Real
Estate
Other
Total
(1,639)
(43,186)
-
(13,850)
(58,675)
Cash flow hedges
(153,719)
-
(1,914)
(61,347)
(216,980)
Adjustments for changes in value
(155,358)
(43,186)
(1,914)
(75,197)
(275,655)
Thousands of Euros
31/12/2012
Renewable
energy
Concessions
Airports
managed by
Hochtief
Other
Total
-
-
138,854
-
138,854
(822)
(72,933)
(1,444)
(4,095)
(79,294)
Cash flow hedges
(226,919)
(167)
(117,425)
(81,865)
(426,376)
(227,741)
(73,100)
19,985
(85,960)
(366,816)
Non-current assets or disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather
than through continuing use. For this to be the case, the assets or disposal groups must be available for immediate sale in their present
condition, and their sale must be highly probable.
Discontinued operations represent Group components that have been sold or disposed of by any other means, or that have been classified as
held for sale. These components comprise groups of operations and cash flows that can be distinguished, operationally and for financial
reporting purposes, from the rest of the Group. They represent business lines or geographical areas that can be considered separately from the
others.
32
03.10. Equity
An equity instrument represents a residual interest in the net assets of the Group after deducting all of its liabilities.
Capital and other equity instruments issued by the Parent are recognised in equity at the proceeds received, net of direct issue costs.
03.10.01. Share capital
Ordinary shares are classified as capital. There are no other types of shares.
Expenses directly attributable to the issue or acquisition of new shares are recognised in equity as a deduction from the amount thereof.
03.10.02. Treasury shares
The transactions involving treasury shares in 2013 and 2012 are summarised in Note 15.04. Treasury shares were deducted from equity in the
accompanying statement of financial position at 31 December 2013 and 2012.
When the Group acquires or sells treasury shares the amount paid or received for the treasury shares is recognised directly recognised in equity.
No loss or gain from the purchase, sale, issue or amortisation of the Group's own equity instruments is recognised in the consolidated income
statement for the year.
The shares of the Parent are measured at average acquisition cost.
03.10.03. Share options
The Group has granted options on ACS, Actividades de Construcción y Servicios, S.A. shares to certain employees.
In accordance with IFRS 2, the options granted are considered equity-settled share-based payment. Accordingly, they are measured at their fair
value on the date they are granted and charged to income, with a credit to equity, over the period in which they accrue based on the various
periods of irrevocability of the options.
Since market prices are not available, the value of the share options has been determined using valuation techniques taking into consideration all
factors and conditions that would have been applied in an arm's length transaction between knowledgeable parties (Note 28.03).
In addition, the Hochtief Group has granted options on Hochtief, A.G. shares to management members.
03.11. Government grants
The ACS Group has received grants from various government agencies mainly to finance investments in property, plant and equipment for its
Environment business. Evidence of compliance with the conditions established in the relevant decisions granting the subsidies was provided to
the relevant competent agencies.
Government grants received by the Group to acquire assets are taken to income over the same period and on the same basis as those used to
depreciate the asset relating to the aforementioned grant.
Government grants to compensate costs are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as
expenses the related costs for which the grants are intended to compensate.
A government grant receivable as compensation for expenses or losses already incurred or for the purpose of giving financial support with no
future related costs is recognised in profit or loss of the period in which it becomes receivable.
03.12. Financial liabilities
Financial liabilities are classified in accordance with the content and the substance of the contractual arrangements.
The main financial liabilities held by the Group companies relate to held-to-maturity financial liabilities which are measured at amortised cost.
The financial risk management policies of the ACS Group are detailed in Note 21.
33
03.12.01. Bank borrowings, debt and other securities
Interest-bearing bank loans and overdrafts are recognised at the amount received, net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs, are recognised in profit or loss on an accrual basis using the effective interest
method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
Loans are classified as current items unless the Group has the unconditional right to defer repayment of the debt for at least 12 months from the
end of the reporting period.
03.12.02. Trade and other payables
Trade payables are not interest bearing and are stated at their nominal value, which does not differ significantly from their fair value.
03.12.03. Current/Non-current classification
In the accompanying consolidated statement of financial position debts due to be settled within 12 months are classified as current items and
those due to be settled within more than 12 months as non-current items.
Loans due within 12 months but whose long-term refinancing is assured at the Group's discretion, through existing long-term credit loan facilities,
are classified as non-current liabilities.
Limited recourse financing of projects and debts is classified based on the same criteria, and the detail thereof is shown in Note 18.
03.12.04. Retirement benefit obligations
a) Post-employment benefit obligations
Certain Group companies have post-employment benefit obligations of various kinds to their employees. These obligations are classified by
group of employees and may relate to defined contribution or defined benefit plans.
Under the defined contribution plans, the contributions made are recognised as expenditure under "Staff costs" in the consolidated income
statements as they accrue, whereas for the defined benefit plans actuarial studies are conducted once a year by independent experts using
market assumptions and the expenditure relating to the obligations is recognised on an accrual basis, classifying the normal cost for the current
employees over their working lives under "Staff costs" and recognising the associated finance cost, in the event that the obligation were to be
financed, by applying the rates relating to investment-grade bonds on the basis of the obligation recognised at the beginning of each year (see
Note 20).
The post-employment benefit obligations include, inter alia, those arising from certain companies of the Hochtief Group, for which the Group has
recognised the related liabilities and whose recognition criteria are explained in Note 03.13.
b) Other employee benefit obligations
The expense relating to termination benefits is recognised in full when there is an agreement or when the interested parties have a valid
expectation that such an agreement will be reached that will enable the employees, individually or collectively and unilaterally or by mutual
agreement with the company, to cease working for the Group in exchange for a termination benefit. If a mutual agreement is required, a provision
is only recognised in situations in which the Group considers that it will give its consent to the termination of the employees.
03.12.05. Termination benefits
Under current legislation, the Spanish consolidated companies and certain foreign companies are required to pay termination benefits to
employees terminated without just cause. There are no employee redundancy plans making it necessary to record a provision in this connection.
03.13. Provisions
The Group's consolidated financial statements include all the material provisions with respect to which it is considered that it is more likely than
not that the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated financial statements, but rather are
disclosed, as required by IAS 37.
Provisions, which are quantified on the basis of the best information available on the consequences of the event giving rise to them and are
reviewed and adjusted at the end of each year, are used to cater for the specific obligations for which they were originally recognised. Provisions
are fully or partially reversed when such obligations cease to exist or are reduced.
34
Litigation and/or claims in process
At the end of 2013 certain litigation and claims were in process against the consolidated companies forming part of the ACS Group arising from
the ordinary course of their operations, no representative at the individual level. The Group's legal advisers and directors consider that the
outcome of litigation and claims will not have a material effect on the financial statements for the years in which they are settled.
The main legal proceedings and claims open at 31 December 2013 are those related to the Budapest airport and the Radial 3 and Radial 5 (R3
and R5) concessions (see Note 36). Likewise, claims have been made by the customer due to the increase in the costs for the Leighton Gorgon
Jetty & Marine STR projects and other projects in Iraq (see Note 12).
Provisions for employee termination benefit costs
Pursuant to current legislation, a provision is recognised to meet the cost of termination of temporary employees with a contract for project work.
Provisions for pensions and similar obligations
In the case of foreign companies whose post-employment benefit obligations are not externalised, noteworthy are the provisions for pensions and
similar obligations recorded by various Hochtief Group companies as explained below.
Provisions for pensions and similar obligations are recognised for current and future benefit payments to active and former employees and their
surviving dependants. The obligations primarily relate to pension benefits, partly for basic pensions and partly for optional supplementary
pensions. The individual benefit obligations vary from one country to another and are determined for the most part by length of service and pay
scales. The Turner Group’s obligations to meet healthcare costs for retired staff are likewise included in pension provisions due to their pensionlike nature.
Provisions for pensions and similar obligations are computed by the projected unit credit method. This determines the present value of future
entitlements, taking into account current and future benefits already known at the reporting date plus anticipated future increases in salaries and
pensions and, for the Turner Group, in healthcare costs. The computation is based on actuarial appraisals using biometric accounting principles. Plan
assets as defined in IAS 19 are shown separately as deductions from pension obligations. Plan assets comprise assets transferred to pension funds
to meet pension obligations, shares in investment funds purchased under deferred compensation arrangements, and qualifying insurance policies in
the form of pension liability insurance. If the fair value of plan assets is greater than the present value of employee benefits, the difference is
reported—subject to the limit in IAS 19—under "Other non-current assets".
The restatement of the defined benefit plans are recognised directly in the consolidated income statement during the period in which they arise.
The current cost for the year is recognised under staff costs. The effect of interest on the increase in pension obligations, diminished by
anticipated returns on plan assets, is reported in net investment and interest income.
Provisions for project completion
Inspection fee expenses, estimated costs for site clearance and other expenses that may be incurred from completion of the project through final
settlement thereof are accrued over the execution period on the basis of production volumes and are recognised under "Current provisions" on
the liability side of the consolidated statements of financial position.
Dismantling of non-current assets and environmental restoration
The Group is obliged to dismantle certain facilities at the end of their useful life, such as those associated with the closing of landfills, and to
ensure the environmental restoration of the sites where they are located. The related provisions have been made for this purpose and the
present value of the cost of carrying out these tasks has been estimated, recognising a concession asset as a balancing entry.
Other provisions
Other provisions include mainly provisions for warranty costs.
03.14. Risk management policy
The ACS Group is exposed to certain risks which it manages by applying risk identification, measurement, concentration limitation and monitoring
systems.
The main principles defined by the ACS Group for its risk management policy are as follows:
35
- Compliance with corporate governance rules.
- Establishment by the Group's various lines of business and companies of the risk management controls required to assure that market
transactions are performed in accordance with the policies, standards and procedures of the ACS Group.
- Special attention to the management of financial risk, basically including interest rate risk, foreign currency risk, liquidity risk and credit risk
(see Note 21).
The Group's risk management is of a preventative nature and is aimed at the medium and long term, taking into account the most probable
scenarios with respect to the future changes in the variables affecting each risk.
03.15. Financial derivatives
The Group's activities are exposed mainly to financial risks of changes in foreign exchange rates and interest rates. The transactions performed
are in line with the risk management policy defined by the Group.
Derivatives are initially recognised at acquisition cost in the consolidated statement of financial position and the required valuation adjustments
are subsequently made to reflect their fair value at all times. These adjustments are recorded under “Financial instrument receivables” in the
consolidated statement of financial position if they are positive and under “Financial instrument payables” if they are negative. Gains and losses
from fair value changes are recognised in the consolidated income statement, unless the derivative has been designated and is highly effective
as a hedge, in which case they are recognised according to their classification.
Classification
- Fair value hedges
The hedged item and hedging instrument are both measured at fair value, and changes in fair value are recognised in the consolidated income
statement for their net amount under “Change in fair value of financial instruments”.
- Cash flow hedges
Changes in the fair value of the derivatives are recognised, in respect of the effective portion of the hedges, in equity under “Valuation
adjustments” in the accompanying consolidated statement of financial position. Hedges giving results of between 80% and 125% in the
effectiveness test are considered to be or effective or efficient. The cumulative gain or loss recognised in this account is transferred to the
consolidated income statement to the extent that the underlying has an impact on this account in relation to the hedged risk, and the related
effect is deducted from the same heading in the consolidated income statement.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge
accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast
transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to
net profit or loss for the year.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and
characteristics are not closely related to those of the host contracts and the host contracts are not carried at fair value with unrealised gains or
losses reported in the income statement.
Assessment
The fair value of the various derivative financial instruments is calculated using techniques widely used in financial markets, by discounting the
flows envisaged in each contract on the basis of its characteristics, such as the notional amount and the collection and payment schedule based
on spot and futures market conditions at the end of each year. The fair value includes the valuation of the counterparty credit risk in the case of
assets or, in the case of liabilities, the ACS Group itself, in accordance with IFRS 13 which entered into force this year.
Interest rate hedges are measured by using the zero-coupon rate curve, determined by employing the Black-Scholes methodology in the case of
caps and floors for the deposits and rates that are traded at any given time, to obtain the discount factors.
Equity swaps are measured as the result of the difference between the quoted price at year end and the strike price initially agreed upon,
multiplied by the number of contracts reflected in the swap.
Derivatives whose underlying asset is quoted on an organised market and are not qualified as hedges, are measured using the Black-Scholes
methodology and applying market parameters such as implicit volatility and estimated dividends.
36
For those derivatives whose underlying asset is quoted on an organised market, but in which the derivative forms part of financing agreement
and where its arrangement substitutes the underlying assets, the measurement is based on the calculation of its intrinsic value at the calculation
date.
03.16. Revenue recognition
Revenue is recognised to the extent that the economic benefits associated with the transaction flow to the Group. Revenue is measured at the
fair value of the consideration received or receivable and represents the amounts receivable for the goods and services provided in the normal
course of business, net of discounts, VAT and other sales-related taxes.
Sales of goods are recognised when substantially all the risks and rewards arising from their ownership have been transferred.
Revenue associated with the rendering of services is also recognised by reference to the stage of completion of the transaction at the reporting
date, provided the outcome of the transaction can be estimated reliably.
In an agency relationship, when the reporting company acts as a commission agent, the gross inflows of economic benefits for amounts collected
on behalf of the principal do not result in increases in equity for the company. Therefore, these inflows are not revenue and, instead, only the
amount of the commissions is recognised as revenue.
Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the effective interest rate applicable, which is
the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
Dividend income from investments is recognised when the shareholder's rights to receive payment have been established.
Following is a disclosure of specific revenue recognition criteria for certain activities carried on by the Group.
03.16.01. Construction business
In the construction business, the outcome of a construction contract is recognised by the percentage of completion method. The amount of
production carried out until the reporting date is recognised as revenue on the basis of the percentage of completion of the entire project. The
percentage of completion is measured by reference to the state of completion of the construction work, i.e., the percentage of work performed
until the reporting date with respect to the total contract work performed.
In the construction industry, the estimated revenue and costs of construction projects are susceptible to changes during contract performance
which cannot be readily foreseen or objectively quantified. In this regard, the budgets used to calculate the stage of completion and the
production of each year include the measurement at the sale price of the units completed, for which management of the consolidated companies
consider there is reasonable assurance of their being collected, as well as their estimated costs.
Should the amount of output from inception, measured at the sale price, of each project be greater than the amount billed up to the end of the
reporting period, the difference between the two amounts is recognised under "Trade and other receivables" on the asset side of the consolidated
statement of financial position. Should the amount of output from inception be lower than the amount of the progress billings, the difference is
recognised under "Trade and other payables - Customer advances” in liabilities in the consolidated statement of financial position.
Machinery or other fixed assets acquired for a specific project are amortised over the estimated project execution period and on the basis of the
consumption pattern thereof. Permanent facilities are depreciated on a straight-line basis over the project execution period. The other assets are
depreciated in accordance with the general criteria indicated in these notes to financial statements.
Late-payment interest arising in relation to delays in the collection of certification amounts is recognised when collected.
03.16.02. Industrial services, environment and other businesses
Group companies recognise as the outcome from the rendering of services for each year the difference between production (valued at the sale
price of the services provided during the period, which are covered by the initial contract entered into with the customer or in approved
modifications or addenda thereto, and of services which have not yet been approved but there is reasonable assurance of recovery) and the
costs incurred in the year.
Price increases agreed in the initial contract entered into with the customer are recognised as revenue on an accrual basis, regardless of whether
they have been approved annually by the customer.
37
Late-payment interest is recognised as financial income when finally approved or collected.
03.17. Expense recognition
An expense is recognised in the consolidated income statement when there is a decrease in the future economic benefits as a result of a
reduction of an asset, or an increase in a liability, which can be measured reliably. This means that an expense is recognised simultaneously to
the recognition of the increase in a liability or the reduction of an asset.
Additionally, an expense is recognised immediately when a disbursement does not give rise to future economic benefits or when the
requirements for recognition as an asset are not met.
Also, an expense is recognised when a liability is incurred and no asset is recognised, as in the case of a liability relating to a guarantee.
In the specific case of expenses associated with commission income when the commission agent does not have any inventory risk, as in the
case of certain Group logistics service companies, the cost to sell or to render the related service does not constitute an expense for the
company (commission agent) since the latter does not assume the inherent risks. In these cases, as indicated in the section on revenue
recognition, the sale or service rendered is recognised for the net amount of the commission.
03.18. Offsetting
Asset and liability balances must be offset and the net amount is presented in the consolidated statement of financial position when, and only
when, they arise from transactions in which, contractually or by law, offsetting is permitted and the Group companies intend to settle them on a
net basis, or to realise the asset and settle the liability simultaneously.
03.19. Income tax
The corporation tax expense represents the sum of the current tax expense and the change in deferred tax assets and liabilities.
The current income tax expense is calculated by aggregating the current tax arising from the application of the tax rate to the taxable profit (tax
loss) for the year, after deducting the tax credits allowable for tax purposes, plus the change in deferred tax assets and liabilities.
Deferred tax assets and liabilities include temporary differences measured at the amount expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are
measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences, unless the temporary difference arises from the initial recognition of
goodwill or the initial recognition (except in the case of a business combination) of other assets and liabilities in a transaction that affects neither
accounting profit (loss) nor taxable profit (tax loss).
Deferred tax assets are recognised for temporary differences to the extent that it is considered probable that the consolidated companies will
have sufficient taxable profits in the future against which the deferred tax asset can be utilised, and the deferred tax assets do not arise from the
initial recognition (except in a business combination) of other assets and liabilities in a transaction that affects neither accounting profit (loss) nor
taxable profit (tax loss). The other deferred tax assets (tax loss and tax credit carryforwards) are only recognised if it is probable that the
consolidated companies will have sufficient future taxable profits against which they can be utilised.
The deferred tax assets and liabilities recognised are reassessed at the end of each reporting period in order to ascertain whether they still exist,
and the appropriate adjustments are made on the basis of the findings of the analyses performed.
The Spanish companies more than 75% owned by the Parent file consolidated tax returns, as part of Tax Group 30/99, in accordance with
current legislation.
03.20. Earnings per share
Basic earnings per share are calculated by dividing net profit attributable to the Parent by the weighted average number of ordinary shares
outstanding during the year, excluding the average number of shares of the Parent held by the Group companies (see Note 31.01).
Diluted earnings per share are calculated by dividing net profit or loss attributable to ordinary shareholders adjusted by the effect attributable to
the dilutive potential ordinary shares by the weighted average number of ordinary shares outstanding during the year, adjusted by the weighted
average number of ordinary shares that would have been outstanding assuming the conversion of all the potential ordinary shares into ordinary
38
shares of the Parent. For these purposes, it is considered that the shares are converted at the beginning of the year or at the date of issue of the
potential ordinary shares, if the latter were issued during the current period.
03.21. Foreign currency transactions
The Group's functional currency is the euro. Therefore, transactions in currencies other than the euro are deemed to be “foreign currency
transactions” and are recognised by applying the exchange rates prevailing at the date of the transaction.
Foreign currency transactions are initially recognised in the functional currency of the Group, by applying the exchange rate between the
functional currency and the foreign currency at the date of the transaction.
At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated to euros at the rates
prevailing at the end of the reporting period. Non-monetary items measured at historical cost are translated to euros at the exchange rates
prevailing on the date of the transaction.
The exchange rates of the main currencies in which the ACS Group operates in 2013 and 2012 are as follows:
Average exchange rate
2013
2012
Closing exchange rate
2013
2012
1 U.S. Dollar (USD)
0.752
0.775
0.728
0.758
1 Australian Dollar (AUD)
0.717
0.803
0.648
0.788
1 Polish Zloty (PLN)
0.238
0.240
0.241
0.246
1 Brazilian Real (BRL)
0.345
0.395
0.308
0.370
1 Mexican Peso (MXN)
0.059
0.059
0.056
0.059
1 Canadian Dollar (CAD)
0.726
0.776
0.685
0.764
1 British Pound (GBP)
1.178
1.234
1.205
1.232
1 Venezuela Bolivar (VEB)
0.123
0.181
0.116
0.177
1 Argentine Peso (ARS)
0.135
0.169
0.112
0.154
1 South Africa Rand (ZAR)
0.077
0.095
0.070
0.090
All exchange rates are in euros.
Any exchange differences arising on settlement or translation at the closing rates of monetary items are recognised in the consolidate income
statement for the year, except for items that form part of an investment in a foreign operation, which are recognised directly in equity net of taxes
until the date of disposal.
On certain occasions, in order to hedge its exposure to certain foreign currency risks, the Group enters into forward currency contracts and
options (see Note 21 for details of the Group's accounting policies in respect of such derivative financial instruments).
On consolidation, the assets and liabilities of the Group's foreign operations are translated to euros at the exchange rates prevailing at the end of
the reporting period. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate
significantly. Any exchange differences arising are classified as equity. Such exchange differences are recognised as income or as expenses in
the year in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a company the functional currency of which is not the euro are treated as assets
and liabilities of the foreign company and are translated at the closing rate.
03.22. Entities and branches located in hyperinflationary economies
Given the economic situation in Venezuela and in accordance with the definition of hyperinflationary economy provided by IAS 29, the country
has been classified as hyperinflationary since 2009 and at the end of 2013 it continued to be classified as such. The ACS Group has investments
in Venezuela through its subsidiaries of the Construction, Environment and Industrial Services segments, the amounts outstanding at 31
December 2013 and 2012, and the volume of transactions in the years 2013 and 2012 being immaterial.
None of the functional currencies of the consolidated subsidiaries and associates located abroad relate to hyperinflationary economies as defined
by IFRSs. Accordingly, at the 2013 and 2012 accounting close it was not necessary to adjust the financial statements of any of the subsidiaries or
associates to correct for the effect of inflation.
39
03.23. Consolidated Statements of Cash Flows
The following terms are used in the consolidated cash flow statements with the meanings specified:
Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant
risk of changes in value.
Operating activities: the principal revenue-producing activities of the Group and other activities that are not investing or financing activities.
Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.
Financing activities: activities that result in changes in the size and composition of the equity and liabilities that are not operating activities.
In view of the diversity of its businesses and activities, the Group opted to report cash flows using the indirect method.
In preparing the consolidated statement of cash flows, cash and cash equivalents were considered to be cash on hand, demand deposits at
banks and short-term, highly liquid investments that can be converted into cash and are subject to an insignificant risk of changes in value.
The breakdown of "Other adjustments to profit (net)" in the consolidated statement of cash flows is as follows:
Thousands of Euros
31/12/2013
31/12/2012
Financial income
(360,744)
(507,853)
Financial costs
1,123,676
1,289,785
199,519
(36,913)
(95,982)
(339,353)
Impairment and gains or losses on disposals of non-current assets
Adjustments related to the assignment of net assets of Hochtief
(222,002)
(335,365)
Impairment and gains or losses on disposal of financial instruments
(255,707)
3,769,932
Adjustments related to the restructuring of Iberdrola and other effects
(555,294)
(105,476)
Other effects
(124,230)
(515,584)
Total
(290,764)
3,219,173
Payments for equity instruments recognised under cash flows from financing activities include, not only the acquisitions of ACS treasury shares
but also, mainly, the increase in the ownership interest of Hochtief and Leighton, carried out in 2013.
The amount included under "Other cash flows from financing activities" includes, mainly, the monetisation of the Iberdrola "call spread" and "put
spread" mentioned in Note 10.01.
As a result of the novation of the equity swap on 277,971,800 shares of Iberdrola, S.A. carried out in December 2012, which ACS may choose to
pay in shares or in cash, the reduction of the financial liability amounting to EUR 1,432 million was not considered to be a cash outflow in the
accompanying statement of cash flows.
03.24. Entry into force of new accounting standards
In 2013 the following standards and interpretations came into force and were adopted by the European Union and, where applicable, were used
by the Group in the preparation of these consolidated financial statements:
40
(1) New standards, amendments and interpretations whose application is mandatory in the year beginning 1 January 2013:
New standards, amendments and interpretations:
Mandatory application in the years
beginning on or after:
Approved for use in the European Union
Amendment to IAS 12 - Income taxes - deferred
taxes relating to investment property (published
in December 2010)
Regarding the calculation of deferred taxes
relating to investment properties in accordance
with the fair value model of IAS 40.
Annual periods beginning on or after 1
January 2013
IFRS 13 - Fair value measurement (published in
May 2011)
Establishes guidance for fair value measurement.
January 2013
Amendment to IAS 1 - Presentation of other
comprehensive income (published in June
2011)
Minor amendment in relation to other
comprehensive income
Annual periods beginning on or after 1 July
2012
Amendment to IAS 19 - Employee benefits
(published in June 2011)
The amendments mainly affect defined benefit
plans given that one of the main changes is the
elimination of corridor approach.
January 2013
Amendment to IFRS 7 Financial Instruments:
Disclosures - Offsetting financial assets and
financial liabilities (published in December 2011)
Introduction to new disclosures related to
offsetting financial assets and financial liabilities of
IAS 32.
January 2013
Improvements to IFRSs 2009-2011 Cycle
(published in May 2012)
Minor amendments to a series of standards.
January 2013
IFRIC 20: Stripping costs in the production
phase of a surface mine (published in October
2011)
The IFRS Interpretations Committee deals with
the accounting treatment of waste removal costs
in surface mines.
January 2013
In relation to these standards, the effect of revised IAS 19, which is explained in Note 02.01 - Basis of presentation, is of particular note.
In addition, with regard to the entry into force of IFRS 13, the most important effect is the inclusion of credit risk in the valuation of derivative
instruments which are measured at fair value. In accordance with IFRS 13, the fair value is defined as the price which would be collected from
selling an asset or paid for transferring a liability in an orderly transaction between market participants at the measurement date (for example, a
public offering price), regardless of whether this prices is directly observable or an estimate using another measurement technique.
The new definition of the fair value of a liability or an asset in IFRS 13 states that both the credit risk, as well as the counterparty risk, must be
included in the fair value of derivatives. This effect was not included in the definition of fair value under IAS 39, which was based on the
liquidation concept.
In order to determine the fair value of derivatives, the ACS Group used measurement techniques based on the total expected exposure (which
includes both the current exposure and the potential exposure) adjusted by the probability of default and the potential loss in the event of noncompliance by each one of the counterparties. The total expected exposure of the derivatives is obtained using the impacts observable in the
market, such as interest rate curves, exchange rates and volatilities according to the market conditions at the measurement date. The amounts
used for the probability of default are based mainly on the use of spreads of comparable companies, as well as, for counterparties with available
credit information, the credit spreads are obtained from the Credit Default Swap (CDS) quoted in the market and/or the ratings thereof. In
addition, the credit or collateral improvements associated with the aforementioned derivatives are taken into account for the credit risk
adjustment.
The effect of applying this standard to all of the derivative financial instruments measured at fair value through profit of loss at 1 January 2013,
gave rise to income of EUR 176 thousand recognised under "Changes in fair value of financial instruments" in the consolidated income statement
and reduced consolidated equity by EUR 5,193 thousand, recognised under "Valuation adjustments - Hedges".
(2) New standards, amendments and interpretations whose application is mandatory subsequent to the calendar year beginning 1
January 2013 (applicable from 2014 onwards):
At the date of the approval of these condensed consolidated financial statements, the following standards and interpretations had been published
by the IASB but had not yet entered into force, either because the date they were to enter into force was subsequent to the date of the financial
statements, or because they had not yet been adopted by the European Union:
41
Mandatory application in the years beginning
on or after:
New standards, amendments and interpretations:
Approved for use in the European Union
IFRS 10 - Consolidated financial statements
Replaces the current consolidation requirements of
IAS 27.
Annual periods beginning on or after 1 January
2014 (1)
IFRS 11 - Joint arrangements (published in May
2011)
Replaces IAS 31 on interests in joint ventures.
2014 (1)
A single standard that sets out the requirements for
IFRS 12 - Disclosure of interests in other entities
IAS 27 (Revised) - Separate financial statements
disclosures relating to an entity’s interests in
subsidiaries, associates, joint arrangements and
unconsolidated structured entities.
The standard has been revised given that following
its the issue of IFRS 10, it will only comprise an
entity's separate financial statements
2014 (1)
2014 (1)
IAS 28 (Revised) - Investments in associates and joint Parallel revision in relation to the issue of IFRS 11 - Annual periods beginning on or after 1 January
ventures (published in May 2011)
Joint arrangements
2014 (1)
Transition rules: Amendment to IFRS 10, 11 and 12
(published in June 2012)
Clarification of the transition rules of these
standards.
2014 (1)
Investment companies: Amendment to IFRS 10, IFRS
12 and IAS 27 (published in October 2012)
Exception in consolidation for parent companies
that meet the definition of an investment entity.
2014
Amendment of IAS 32 - Offsetting financial assets and Further clarifications of the rules for offsetting
financial liabilities (published in December 2011)
financial assets and financial liabilities of IAS 32.
2014
Not approved for use in the European Union
IFRS 9 - Financial instruments: Classification and
measurement (published in November 2009 and in
October 2010) and subsequent amendment to IFRS 9
and IFRS 7 on the effective date and transition
disclosures (published in December 2011) and hedge
accounting and other amendments (published in
November 2013)
Replaces the requirements for classification and
measurement of financial assets and financial
liabilities, derecognitions and hedge accounting of
IAS 39.
Undefined (2)
Amendments to IAS 36 - Recoverable amount
disclosures for non-financial assets (published in May
2013)
Clarifies certain disclosure requirements and
requires additional information when the
recoverable amount is based on fair value less
costs to sell.
2014
Amendments to IAS 39 - Novation of derivatives and
continuation of hedge accounting (published in June
2013)
The amendments determine in which cases and
under what criteria the novation of a derivative
does not make the interruption of hedge
accounting necessary.
2014
Amendment to IAS 19 - Employee contributions to
defined benefit plans (published in November 2013)
The amendment is issued in order to allow these
contributions to be deducted from the cost of the
service in the same period that they were paid, if
certain requirements are met.
2014
Improvements to the IFRSs 2010-2012 Cycle and the
2011-2013 Cycle (published in December 2013).
Minor amendments to a series of standards.
2014
IFRS Interpretation 21 - Levies (published in May
2013)
An interpretation on when to recognise a liability for Annual periods beginning on or after 1 January
a tax or levy that is contingent on the investment of 2014
an entity in an activity at a specific date.
(1)
(2)
The European Union delayed the date of mandatory application by one year. The original date of application stipulated by the IASB is 1 January 2013.
In November 2013, the IASB eliminated the date of mandatory application of IFRS 9, and establishment of a new date was left pending until the standard is complete.
The new date is not expected to be before 1 January 2017.
The Group is in the process of analysing the impact of these standards, however they are not expected to have a significant impact. Certain
comments are included below regarding these standards:
- The partially published IFRS 9 (not yet complete to date) replaces IAS 39 in the classification and measurement of financial assets (part
published in November 2009) and financial liabilities (published in October 2010). The standard published in October 2010 also includes
recognition and Derecognition requirements, which are essentially the same as in IAS 39.
- The basic change addressed by IFRS 10, 11 and 12 with regard to the current standard is the elimination of the option of proportionately
consolidating entities that are jointly controlled, which would then be accounted for using the equity method. Besides this noteworthy
amendment, IFRS 11 also change the approach of analysing joint arrangement in certain contexts. Under IAS 31 the conclusion depends
42
to great extent on the legal structure of the agreement, whereas in IFRS 11, this is more of a secondary step, whereby the primary
approach of the analysis is whether or not the joint arrangement is structured through a separate vehicle or whether it represents a
distribution of net benefits or right or obligation of one party in proportion to its assets and liabilities, respectively. In this regard, the
standard defines two unique types of joint arrangements which will be either a joint transaction or jointly controlled investees. With
respect to the recognitions of joint arrangements, the Group is currently evaluating its impact, however, with the exception of Leighton
Group, the standard is not expected to have a significant effect on the ACS Group in cases in which it accounts for its jointly controlled
companies using the equity method.
04.
Intangible assets
04.01.
Goodwill
The detail by line of business of the changes in goodwill in 2013 and 2012 is as follows:
Thousands of Euros
Line of Business
Balance at
31/12/2012
Parent
Construction
Change in
consolidation
method
Disposals
and
allocations
Additions
Exchange
differences
Impairment
Balance at
31/12/2013
780,939
-
-
-
-
-
780,939
1,617,777
181,639
-
(1,705)
(12,776)
(6,305)
1,778,630
Industrial Services
76,748
-
758
(405)
-
(498)
76,603
Environment
84,358
5,751
-
(39)
-
(394)
89,676
2,559,822
187,390
758
(2,149)
(12,776)
(7,197)
2,725,848
Total
Thousands of Euros
Line of Business
Parent
Construction
Balance at
31/12/2011
Disposals
and
allocations
Additions
Exchange
differences
Impairment
780,939
-
-
Balance at
31/12/2012
-
-
780,939
1,553,932
85,520
(16,246)
(1,673)
(3,756)
1,617,777
Industrial Services
76,965
1,218
-
(1,152)
(283)
76,748
Environment
84,602
-
(72)
-
(172)
84,358
2,496,438
86,738
(16,318)
(2,825)
(4,211)
2,559,822
Total
In accordance with the table above, the most significant goodwill is the result of the full consolidation of Hochtief, A.G. amounting to EUR
1,433,801 thousand and the result of the merger of the Parent with Grupo Dragados, S.A. which amounts to EUR 780,939 thousand. The most
important change in 2013 related to the goodwill arising from the acquisitions made by Hochtief, A.G. amounting to EUR 181,639 thousand of
which the acquisition of 39.9% of Welspun Contractors Private Limited mentioned in Note 02.02 f).
In 2012, in addition to the change in provisional goodwill of Hochtief, A.G. at 31 December 2011 amounting to EUR 55,019 thousand, the
acquisition of Clark Builders for EUR 30,501 thousand stood out.
In the case of goodwill, each year the ACS Group the carrying amount of the related company or cash-generating unit (CGU) against its value in
use, determined by the discounted cash flow method.
In relation to the goodwill arising from the purchase of Hochtief, A.G. in 2011, in accordance with IAS 36.80, the aforementioned goodwill has
been assigned to the main cash-generating units which are Hochtief Asia Pacific and Hochtief Americas, mainly related to the value of the
construction backlog and to customer relationships for the initial amounts of EUR 708 and EUR 813 million, respectively. The measurement used
in the first two cases was the Multi-Period Exceed Earnings Method (MEEM), which measures based on the operation cash flows. Likewise,
current and non-current provisions and associated deferred tax assets were included for EUR 1,565 million and EUR 664 million, respectively.
The aforementioned provisions were mainly recognised to cover the risks which relate to the investments held by the Hochtief Group in its
ownership interest in Habtoor Leighton Group, to certain projects which had given rise to the "profit warning" in Leighton, and in certain
concessions, as well as the liabilities arising from the Hochtief Group's investment in various projects in the Asia Pacific division and the
Europa/Latin America division. Likewise, the deferred tax liabilities related to the tax effect of the adjustments to the fair value of the PPA
performed were recognised.
43
With regard to the good will arising from the purchase of Hochtief, EUR 1,147 million was assigned to the Cash-Generation Unit (CGU) Hochtief
Asia Pacific and EUR 287 million was assigned to the Hochtief Americas CGU. In 2013 the ACS Group assessed the recoverability of this
goodwill.
For the purpose of testing the impairment of the goodwill of Hochtief assigned to the business carried out by Hochtief Asia Pacific, the ACS
Group based its valuation on the internal projections made according to the Hochtief business plan for this line of business and the estimates for
2017 and 2018, discounting the free cash flows at a weighted average cost of capital (WACC) of 9.8%, and using a perpetual growth rate of
2.5%. The weighted average cost of capital (WACC) gives rise to a premium on the long-term interest rate return (Australian Ten-year Bond)
published by Factset at 30 September 2013, of 600 basis points. Likewise, the perpetual growth rate used corresponds to the CPI estimated for
Australia for 2018 published by the IMF in its World Economic Outlook in October 2013.
The in-house forecasts for the Asia Pacific business are based on historical data and on Hochtief's in-house forecasts until December 2016, and
estimates in line with forecasts for previous years are used for the 2017-2018 period.
In addition, this value was compared with that obtained by discounting the average free cash flows based on the projections of the Leighton
analysts, using the same WACC and the same perpetual growth rate, and it was concluded that there are no impairment losses in any of the
scenarios analysed.
With regard to the sensitivity analysis of the impairment test of the goodwill assigned to Hochtief's Asia Pacific business, the most important
aspect is that the goodwill test withstands a discount rate of, approximately, 11.1% which represents a range of 130 basis points. It would
withstand an annual drop in cash flows of approximately 15% with respect to the flows forecast, as well as a reduction in the perpetual growth
rate of approximately 175 basis points. Based on the foregoing, the Group's Management considers that the test is highly sensitive to changes in
its key assumptions, but that said levels are within a reasonable degree of sensitivity which allows them to identify impairment losses on assets
related to the CGU in 2013.
With regard to the Hochtief Americas CGU, the following basic assumptions were used:

Forecasts used for the division for 5 years, until 2016, according to the Hochtief Business Plan and estimates for the 2017-2018
period.

Perpetual growth rate of 2.1%, according to the IMF estimate with regard to the CPI for the US in 2018, based on the World Economic
Outlook report published by the IMF in October 2013.

Discount rate of 8.8%.
In addition, this value was compared with the valuations of the analysts for this Hochtief line of business, and it was concluded that there were no
impairment losses in the scenarios analysed.
Along with the goodwill arising from the aforementioned full consolidation of Hochtief A.G., the most significant goodwill, which amounted to EUR
780,939 thousand, arose from the merger with Dragados Group in 2003 and related to the amount paid in excess of the value of the assets on
the acquisition date. This goodwill was assigned mainly to the cash-generating units of the Construction and Industrial Services areas according
to the following breakdown:
Cash Generating Unit
Goodwill assigned
(Thousands of Euros)
Construction
554,420
Industrial Services
188,720
Environment
Total Goodwill
37,799
780,939
In order to measure the various business generating units, in the case of Dragados Construction, Industrial Services, Urbaser and Clece the
valuation is carried out using the discounted cash flow method. ACS SyC is measured using an EV/EBITDA multiple and Concessions is
measured conservatively as one time its carrying amount at September 2013. The concessions business (Iridium) has no goodwill assigned to it.
The discount rate used in each business unit is its weighted average capital cost. In order to calculate the discount rate of each business unit the yield
of 10-year Spanish government bonds at 30 September 2013 was used, the deleveraging beta of the sector according to Damodaran, releveraged by
the debt of each business unit and the market risk premium according to Damodaran. The cost of the gross debt is the consolidated actual effective
cost of the debt of each business unit at September 2013 and the tax rate used is the theoretical tax rate for Spain. The perpetual growth rate (g)
used is the CPI increase in 2018 for Spain according to the IMF report issued in October 2013.
44
The key assumptions used to measure the most significant cash-generating units were as follows:
Dragados Construction:

Sales: compound annual growth rate in the 2012 (last year closed)-2018 period of 0.8%.

EBITDA Margins: average margin from 2013 to 2018 of 7.2% and final margin of 7%.

Amortisations/Operating investments: convergence at a ratio to sales up to 1.9% in the last year forecast.

Working capital: maintain the days of the working capital for the period, calculated in line with 2012 year-end.

Perpetual growth rate of 1.2%.

Cash flow discount rate of 8.65%.
Industrial Services:

Sales: compound annual growth rate in the 2012 (last year closed)-2018 period of 1.0%.

EBITDA Margins: average margin from 2013 to 2018 of 12.6% and final margin of 11.5%.

Amortisations/Operating investments: convergence at a ratio to sales up to 1.7% in the last year forecast.

Working capital: maintain the days of the working capital for the period, calculated based on the estimate envisaged at 2013 year-end.

Perpetual growth rate of 1.2%.

Cash flow discount rate of 7.34%.
After testing the impairment of each of the cash-generating units to which the goodwill arising from the merger with Dragados Group in 2003 is
assigned, it has been determined, with the aforementioned assumptions that under no circumstances is the estimated recoverable amount of the
cash-generating unit less than its carrying amount, as there is no evidence of its impairment.
Similarly, a sensitivity analysis was carried out for all divisions by considering different scenarios for the two key parameters in determining the
value through discount cash flows, which are the perpetual growth rate (g) and the discount rate used (weighted average cost of capital) of each
of the cash-generating units. No reasonable scenario gave rise for the need to recognise an impairment loss. By way of example, the impairment
tests on the main cash-generating units, such as Dragados Construction and Industrial Services, withstand increases in the discount rates of 750
and 900 basis points, respectively, without any impairment being recognised.
The remaining goodwill, excluding that generated by the merger between ACS and the Grupo Dragados and the goodwill arising from the full
consolidation of Hochtief, A.G., is highly fragmented. Thus, in the case of the Industrial Services area, the total goodwill on the statement of
financial position amounts to EUR 76,603 thousand (EUR 76,748 thousand at 31 December 2012), which relates to 19 companies from this
business area, the most significant relating to the acquisition of Midasco, LLC for EUR 14,273 thousand (EUR 15,177 thousand at 31 December
2012).
In the Environment area, total goodwill amounted to EUR 89,676 thousand (EUR 84,358 thousand at 31 December 2012), relating to 25 different
companies, the largest amount being related to the purchase of the portion corresponding to the non-controlling interests of Tecmed, now
merged into Urbaser, for EUR 38,215 thousand.
In the Construction area, in addition to the goodwill arising from the full consolidation of Hochtief A.G., noteworthy is the goodwill arising on the
acquisitions of Leighton Welspun Contractors EUR 155,752 thousand, Pol-Aqua EUR 25,182 thousand (EUR 41,487 thousand at 31 December
2012), Pulice EUR 44,995 thousand (EUR 46,873 thousand at 31 December 2012), John P. Picone EUR 39,335 thousand (EUR 40,977
thousand at 31 December 2012), and Schiavone EUR 43,442 thousand (EUR 45,255 thousand at 31 December 2012). With the exception of the
goodwill of Pol Aqua, which was partially amortised in 2013 in the amount of EUR 12,776 thousand, the differences in the goodwill arose as a
result of translation differences with the US dollar.
In these areas, the calculated impairment tests are based upon scenarios similar to those that have been described for each area of activity or in
the case of Dragados Group goodwill, taking into account the necessary adjustments based upon the peculiarities, geographic markets and
specific circumstances of the affected companies.
According to the estimates and projections available to the directors of the Group and of each of the companies concerned, the projected cash
flows attributable to these cash-generating units (or groups of units) to which the goodwill is allocated will make it possible to recover the net
value of the goodwill recognised at 31 December 2013 and 2012. The impairment losses on goodwill in 2013 and 2012 amounted to EUR 12,776
thousand and EUR 2,825 thousand, respectively.
04.02.
The changes in this heading in the consolidated statement of financial position in 2013 and 2012 were as follows:
45
Thousands of Euros
Development
expenditure
Balance at 1 January 2012
Changes in the scope of consolidation
Additions or charges for the year
Disposals or reductions
Computer
software
Concessions
Other
intangible
assets
Total other
intangible
assets
Accumulated
amortisation
Impairment
losses
Total other
intangible
assets, net
2,256,994
11,815
31,765
404,008
2,242,759
2,690,347
(390,022)
(43,331)
-
4
26,815
(57,779)
(30,960)
919
-
(30,041)
1,503
1,996
46,118
12,062
61,679
(355,360)
(47,252)
(340,933)
(3,953)
(59)
(1,065)
(27,533)
21,395
(7,262)
3,596
(287)
10
71
(1,335)
4,106
2,852
1,188
(1,489)
2,551
Transfers to/from other assets
14
313
(2,884)
225,909
223,352
(127,607)
-
95,745
13,283
33,084
445,189
2,448,452
2,940,008
(867,286)
(92,359)
1,980,363
(3,365)
509
(5,388)
417
(7,827)
10,573
-
2,746
901
1,896
41,630
51,907
96,334
(271,497)
(55,005)
(230,168)
(321)
(687)
(1,703)
(52,504)
(55,215)
4,955
41,346
(8,914)
(5)
(348)
(36,153)
(12,154)
(48,660)
13,787
1,673
(33,200)
Transfers to/from other assets
26
(27)
(30,002)
109,646
79,643
(25,367)
294
54,570
10,519
34,427
413,573
2,545,764
3,004,283
(1,134,835)
(104,051)
1,765,397
At 31 December 2013, the transfers recognised under "Other intangible assets" relate mainly to UTE Albada and Iridium Aparcamientos, which in
2012 were classified under "Non-current assets in projects". These assets are now classified as intangible assets since their financing matured in
2013. At 31 December 2012, the transfers recognised under "Other intangible assets" related mainly to Tirmadrid, S.A. and UTE Dehesas, which
in 2011 were classified under "Non-current assets in projects". These assets are now classified as intangible assets since their financing matured
in 2012.
The disposals and reductions in in 2013 relate mainly to the derecognition of goodwill which had been fully amortised. The disposals and
reductions in 2012 relate mainly to concession assets arising from the Hochtief Group.
In 2013 the losses on items classified as other intangible assets amounting to EUR 5,027 thousand relating to the Construction area (EUR
46,269 thousand at 31 December 2012) were recognised under "Impairment and gains or losses on disposals of non-current assets" in the
accompanying consolidated income statement. No impairment losses were reversed in the income statements for 2013 and 2012.
The main assets recognised under "Other intangible assets" relate to Hochtief's construction backlog (mainly due to contracts in the Americas
and Pacific Asia) amounting to EUR 708,476 thousand, to the various trademarks of the Hochtief Group amounting to EUR 221,096 thousand
and to the contractual relationships with clients of the Hochtief Group amounting to EUR 813,140 thousand generated in the first consolidation
process (PPA).
No significant development expenditure was recognised as an expense in the consolidated income statement for 2013 and 2012.
At 31 December 2013, the amount of assets with an indefinite useful life other than those reported as goodwill, relate mainly to several
trademarks of the Hochtief Group amounting to EUR 50,017 thousand (EUR 54,895 thousand at 31 December 2012). Trademarks are not
amortised systematically, but are checked for possible impairment annually. No impairment losses were recognised in this connection in 2013 or
2012.
There were no material intangible asset items whose title was restricted in 2013 or 2012.
05.
Property, plant and equipment
The changes in this heading in the consolidated statement of financial position in 2013 and 2012 were as follows:
46
Thousands of Euros
Land and
buildings
Plant and
machinery
Other
intangible
assets
Advances and
Property, plant
and
equipment in
the course of
construction
Total tangible
assets property, plant
and
equipment
Accumulated
depreciation
Total net
tangible
and
equipment
Impairment
losses
776,158
5,389,706
988,779
130,551
7,285,194
(3,915,628)
(26,028)
(485)
(44)
6,242
-
5,713
288
449
3,343,538
6,450
64,795
1,132,036
86,388
42,301
1,325,520
(1,054,086)
(2,406)
269,028
(77,018)
(887,686)
(89,517)
(17,418)
(1,071,639)
882,164
1,720
(187,755)
1,219
(41,716)
(3,202)
(645)
(44,344)
26,293
(222)
(18,273)
Transfers from/to other assets
(30,153)
(497,702)
(3,098)
(54,370)
(585,323)
122,662
650
(462,011)
734,516
5,094,594
985,592
100,419
6,915,121
(3,938,307)
(25,837)
2,950,977
40,536
64,219
72,479
(468)
176,766
(83,135)
-
93,631
55,639
884,075
80,922
40,092
1,060,728
(880,542)
(20,749)
159,437
(41,637)
(1,082,943)
(80,824)
(867)
(1,206,271)
760,496
(27)
(445,802)
(37,125)
(442,163)
(27,673)
(1,320)
(508,281)
301,243
487
(206,551)
(19,578)
(313,981)
(25,766)
(44,651)
(403,976)
266,020
5
(137,951)
732,351
4,203,801
1,004,730
93,205
6,034,087
(3,574,225)
(46,121)
2,413,741
In 2013 and 2012 items of property, plant and equipment were acquired for EUR 1,060,728 thousand and EUR 1,325,520 thousand, respectively.
In 2013 the most noteworthy additions relate to the Construction area amounting to EUR 941,084 thousand, mainly from Hochtief as the result of
acquiring equipment for the Leighton mining operations in Leighton for EUR 871,908 thousand, to the Industrial Services area for EUR 42,713
thousand for the acquisition of machinery and equipment to carry out new projects, and to the Environment area for EUR 76,921 thousand,
mainly for the incorporation of its activity in Chile.
In 2012 the most relevant acquisitions, by line of business, related mainly to the Construction area amounting to EUR 1,213,146 thousand, mainly
from Hochtief as the result of acquiring equipment for the Leighton mining operations in Leighton for EUR 1,073,595 thousand, to the Industrial
Services area for EUR 63,112 thousand for the acquisition of machinery and equipment to carry out new projects, and to the Environment area for
EUR 49,256 thousand, mostly earmarked for the acquisition and renovation of machinery and tools.
In 2013 and 2012 gains on the disposal of non-current assets totalled a net carrying amount of EUR 445,802 and EUR 187,755 thousand,
respectively, which did not generate significant results. The most significant disposal relates to the effect of the sale by Leighton of its machinery
to the Fleetco group company, responsible for managing the fleet of mining activity machinery, which subsequently leases the assets to Leighton
under an operating lease agreement. This transaction represented a decrease of EUR 331,700 thousand.
Operating expenses relating directly to property, plant and equipment capitalised in the course of construction were not material in 2013 or 2012.
The Group has taken out insurance policies to cover the possible risks to which its property, plant and equipment are subject and the claims that
might be filed against it for carrying on its business activities. These policies are considered to adequately cover the related risks.
The indemnities received for claims covered by insurance policies recognised in profit or loss were not significant in 2013 or 2012.
At 31 December 2013, there were restrictions on technical equipment and machinery of the Australian subsidiary, Leighton, amounting to EUR
126,419 thousand (EUR 171,718 thousand at 31 December 2012). In addition to the aforementioned restrictions, the ACS Group has mortgaged
land and buildings with a carrying amount of approximately EUR 74,868 thousand (EUR 67,149 thousand in 2012) to secure banking facilities
granted to the Group.
At 31 December 2013 the Group had recognised a net EUR 1,988,385 thousand, net of depreciation, relating to property, plant and equipment
owned by foreign companies and branches of the Group (EUR 2,276,614 thousand in 2012).
At 31 December 2013, the Group had entered into contractual commitments for the future acquisition of property, plant and equipment amounting
to EUR 145,935 thousand (EUR 421,428 thousand at 31 December 2012), including most notably EUR 137,395 thousand (EUR 405,388
thousand at 31 December 2012) relating mainly to mining operations in Leighton.
The impairment losses recognised in the consolidated income statement at 31 December 2013 amounted to EUR 1,909 thousand mainly related
to the sale and impairment of machinery of Dragados (EUR 2,417 thousand in 2012 mainly related to the sale and impairment of machinery of
Dragados).
47
No impairment losses were reversed or recognised in the income statement in 2013 and 2012.
The leased assets recognised under property, plant and equipment were as follows:
Thousands of Euros
Land and
buildings
Plant and
machinery
Other tangible
and equipment
Total tangible
assets - property,
plant and
equipment
Accumulated
depreciation
Impairment
losses
Total net
tangible assets property, plant
and equipment
2,033
671,622
42,574
716,229
(18,719)
(15)
697,495
1,258
430,644
81,444
513,346
(35,181)
(15)
478,150
The decrease in assets under finance leases in 2013 relates mainly to the effect of the sale by Leighton of its machinery and its subsequent
lease mentioned in this Note. In 2012 there were no significant changes in the scope of consolidation.
06.
The balance of "Non-current assets in projects" in the consolidated statement of financial position at 31 December 2013, includes the costs
incurred by the fully consolidated companies in the construction of transport, service and power plant infrastructures whose operation forms the
subject matter of their respective concessions. These amounts relate to property, plant and equipment associated with projects financed under a
project finance arrangement and concessions identified as intangible assets or those that are included as a financial asset according to the
criteria discussed in Note 03.04 above. To better understand its activities relating to infrastructure projects, the Group considers it more
appropriate to present its infrastructure projects in a grouped manner, although they are broken down by type of asset (financial or intangible) in
this note.
All the project investments made by the ACS Group at 31 December 2013 are as follows:
Thousands of Euros
Type of infrastructure
End date of
operation
Carrying amount
of non-current
assets in
projects
Accumulated
depreciation
Investment
Waste treatment
2019 - 2050
464,886
(93,017)
371,869
Highways/roads
2024 - 2038
239,511
(30,044)
209,467
Police stations
2024 - 2032
72,835
-
72,835
Wind farms
2030
46,410
(9,264)
37,146
Water management
2025 - 2033
35,541
(9,048)
26,493
Energy transmission
2040
15,703
-
15,703
Security
2014
64,128
(57,379)
6,749
Other infrastructures
-
Total
27,033
(9,825)
17,208
966,047
(208,577)
757,470
The changes in this heading in 2013 and 2012 were as follows:
Thousands of Euros
2013
Net carrying
amount
919,964
(190,071)
729,893
22,961
(1,196)
21,765
143,468
(54,142)
(6,204)
Investment
Beginning balance
Transfers
Ending balance
2012
Accumulated
depreciation
Accumulated
depreciation
Net carrying
amount
1,115,680
(280,988)
834,692
-
-
-
89,326
147,062
(56,320)
90,742
1,113
(5,091)
1,938
632
2,570
Investment
(4,122)
(14,866)
(18,988)
(19,116)
3,560
(15,556)
(110,020)
50,585
(59,435)
(325,600)
143,045
(182,555)
966,047
(208,577)
757,470
919,964
(190,071)
729,893
The breakdown of this heading by type, in accordance with IFRIC 12, is as follows:
48
- The concession assets identified as intangible assets, as a result of the Group assuming the demand risk, and the changes in the
balance of this heading in 2013 are as follows:
Thousands of Euros
End date of
operation
Accumulated
depreciation
Investment
Carrying amount
of non-current
assets in
projects
Waste treatment
2020 - 2050
279,322
(57,359)
221,963
Highways/roads
2024 - 2038
239,471
(30,023)
209,448
Water management
2025 - 2028
33,558
(9,048)
24,510
-
2,674
(595)
2,079
555,025
(97,025)
458,000
Total
Thousands of Euros
2013
Investment
Beginning balance
2012
Accumulated
depreciation
614,617
Net carrying
amount
(106,242)
Accumulated
depreciation
Investment
508,375
816,093
Net carrying
amount
(217,253)
598,840
Changes in the scope of
consolidation
-
-
-
-
-
-
43,666
(38,023)
5,643
117,161
(41,533)
75,628
(1,275)
1,113
(162)
1,938
632
2,570
2,199
-
2,199
(23,704)
2,967
(20,737)
(104,182)
46,127
(58,055)
(296,871)
148,945
(147,926)
555,025
(97,025)
458,000
614,617
(106,242)
508,375
Transfers
Ending balance
- The concession assets identified as financial assets, as a result of the Group non assuming the demand risk, and the changes in the
balance of this heading in 2013 are as follows:
Waste treatment
Police stations
Thousands of
Euros
Collection
rights arising
from
concession
arrangements
End date of
operation
2040
88,141
2024 - 2032
72,835
Energy transmission
2040
15,703
Water management
2032 - 2033
1,983
-
11,601
Total
190,263
Thousands of Euros
2013
Beginning balance
2012
112,521
108,154
Investment
85,546
26,883
Finance income
11,990
8,991
(13,433)
(14,613)
(1,463)
7,243
(4,898)
-
-
(24,137)
190,263
112,521
Collections
Ending balance
In accordance with the measurement bases of IFRIC 12 and Note 03.04, the amount of financial remuneration included under "Revenue"
amounted to EUR 31,323 thousand in 2013 (EUR 128,365 thousand in 2012), of which EUR 19,333 thousand corresponding to concession
49
assets identified as financial assets are classified as "Non-current assets held for sale and discontinued operations" (EUR 119,374 thousand in
2012).
The borrowing costs accrued in relation to the financing of the concessions classified under the financial asset model amounted to EUR 642
thousand in 2013 (EUR 12,534 thousand in 2012).
The detail of the financial assets financed through a project finance arrangement that do not meet the requirements for recognition in accordance
with IFRIC 12, and the changes in the balance of this heading in 2013 were as follows:
Thousands of Euros
End date of
operation
Waste treatment
Carrying amount
of non-current
assets in
projects
Accumulated
depreciation
Investment
2019 - 2041
97,423
(35,658)
61,765
Wind farms
2030
46,410
(9,264)
37,146
Security
2014
64,128
(57,379)
6,749
Highways/roads
2026
40
(21)
19
Energy transmission
-
6,417
(6,417)
-
-
6,341
(2,813)
3,528
220,759
(111,552)
109,207
Total
Thousands of Euros
2013
Investment
Beginning balance
2012
Accumulated
depreciation
Net carrying
amount
Accumulated
depreciation
Investment
Net carrying
amount
192,826
(83,829)
108,997
191,433
(63,735)
127,698
22,961
(1,196)
21,765
-
-
-
15,699
(16,119)
(420)
8,640
(14,787)
(6,147)
(31)
-
(31)
-
-
-
(4,858)
(14,866)
(19,724)
(2,655)
593
(2,062)
Transfers
(5,838)
4,458
(1,380)
(4,592)
(5,900)
(10,492)
220,759
(111,552)
109,207
192,826
(83,829)
108,997
Ending balance
Simultaneously, at 31 December 2013 there are concession assets that are not financed by project finance amounting to EUR 279,567 thousand
(EUR 220,867 thousand at 31 December 2012) which are recognised as "Other intangible assets".
In 2013 and 2012 non-current assets in projects were acquired for EUR 143,468 thousand and EUR 147,062 thousand, respectively.
The main investments in projects made in 2013 relate to the Environment business related to waste treatment amounting to EUR 115,220
thousand (EUR 37,181 thousand in 2012). In addition, in 2012 non-current assets in projects were transferred as a result of selling the 40%
ownership interest held in the Avenida de América transfer point and 29% in Concesionaria Ruta del Canal, S.A. In both cases the percentage
held became accounted for using the equity method and represented a decrease in the cost of non-current assets in projects of EUR 24,137
thousand and EUR 98,822 thousand, respectively. No unrealised gains arose as a result of these transactions or from the sale or revaluation of
the ownership interest held.
After the maturity of the project debt in 2013 of UTE Albada, Iridium Aparcamientos, Parking Nou Hospital del Camp, Parking Palau de Fires and
Parking Mérida III, they were no longer considered non-current assets in projects and were included under intangible assets for EUR 74,148
thousand, EUR 16,004 thousand, EUR 8,154 thousand, EUR 4,370 thousand and EUR 3,836 thousand, respectively. In 2012 Tirmadrid, S.A.
and UTE Dehesas, they were no longer considered non-current assets in projects and were included under intangible assets for EUR 136,304
thousand and EUR 69,066 thousand, respectively.
In 2013 and 2012 no significant divestments were performed.
Impairment losses recognised in the consolidated income statement at 31 December 2013 amounted to EUR 1,432 thousand. No impairment
losses were recognised in the income statement at 31 December 2012.
50
At 31 December 2013 and 31 December 2012, the Group had entered into contractual commitments for the acquisition of non-current assets in
projects amounting to EUR 36,645 thousand and EUR 35,787 thousand, respectively, which mainly relate to the Group's current concession
agreements.
The financing relating to non-current assets in projects is explained in Note 18.
The concession operators are also obliged to hold restricted cash reserves, known as reserve accounts, included under “Other current financial
assets” (see Note 10.05).
Lastly, it should be noted that the Group has non-current assets in projects classified under "Non-current assets held for sale and discontinued
operations" (see Note 03.09).
07.
Investment property
The changes in this heading in 2013 and 2012 were as follows:
Thousands of Euros
2013
Beginning balance
2012
71,086
79,511
Sales
(3,335)
(2,442)
Charges for the year
(3,160)
(3,106)
(669)
(2,877)
63,922
71,086
Ending balance
The Group's investment property relates mostly to subsidized housing in Madrid earmarked for lease by the lessee IVIMA (Madrid Housing
Institute) and maturing from 2023 to 2024. The rest relates to housing, car parks and commercial premises to be leased.
The rental income earned from investment property amounted to EUR 9,386 thousand in 2013 (EUR 9,913 thousand in 2012). The average
occupancy level of the aforementioned assets was 58% (56% in 2012) with an average rentable area of 174,557 square meters in 2013 (183,540
square meters in the 2012).
The direct operating expenses arising from investment properties included under "Other operating expenses", amounted to EUR 9,202 thousand
in 2013 (EUR 8,296 thousand in 2012).
There were no contractual commitments for the acquisition, construction or development of investment property, or for repairs, maintenance and
improvements.
At the beginning of 2013, the gross carrying amount was EUR 118,561 thousand and accumulated depreciation (increased by accumulated
impairment losses) amounted to EUR 47,475 thousand. At year-end, the gross carrying amount and accumulated depreciation were EUR
113,159 thousand and EUR 49,236 thousand, respectively. There were no material differences with respect to fair value in the accompanying
consolidated financial statements.
08.
Joint ventures
The main aggregates included in the accompanying consolidated financial statements relating to joint ventures for 2013 and 2012, in proportion
to the percentage of ownership interest in the share capital of each joint venture, are as follows:
Thousands of Euros
UTE´s, EIG´s
Balance at
31/12/2013
Non-current assets
Current assets
Companies
Balance at
31/12/2012
Balance at
31/12/2013
Balance at
31/12/2012
374,813
349,395
6,031,059
2,397,465
2,639,239
1,679,542
2,607,362
1,257,506
345,322
381,152
5,406,464
1,840,488
Current liabilities
2,190,066
2,359,260
1,655,551
1,242,862
Revenue
2,811,342
2,561,789
3,082,859
3,175,811
261,304
272,865
149,174
100,234
Profit for the year
In accordance with the opinion set forth in IAS 31, the companies are accounted for using the equity method (see Note 02.02.d).
51
The identification data relating to the main ACS Group's unincorporated joint ventures are detailed in Appendix II.
09.
Investments in companies accounted for using the equity method
The changes in the balance of this heading were as follows:
Thousands of Euros
2013
Beginning balance
Additions
Disposals
Change in consolidation method
2012
1,731,614
1,569,911
629,287
604,132
(76,802)
(519,353)
(368,148)
285,835
95,982
339,353
Profit for the year
Changes in the equity of associates
Exchange differences/other
Cash flow hedges
(662,468)
(209,994)
261,164
(111,153)
Transfer to non-current assets held for sale/discontinued operations
2,449
1,185
Distribution of dividends
(246,612)
(228,302)
Ending balance
1,366,466
1,731,614
The detail, by line of business, of the investments in companies accounted for by the equity method at 31 December 2013 and 2012 is as follows:
31/12/2013
Line of Business
31/12/2012
Share of net
assets
Profit/Loss for
the year
Total carrying
amount
Share of net
assets
Profit/Loss for
the year
Construction
732,806
74,053
806,859
886,443
264,087
1,150,530
Industrial Services
201,903
3,110
205,013
192,545
4,073
196,618
Environment
335,951
18,819
354,770
356,559
26,781
383,340
(176)
-
(176)
(43,286)
44,412
1,126
1,270,484
95,982
1,366,466
1,392,261
339,353
1,731,614
Corporate Unit
Total
Total carrying
amount
- Construction
At 31 December 2013, in the Construction area the ownership interest from the Hochtief Group accounted for using the equity method are
noteworthy, both if they are associates and if they are joint ventures, in accordance with the alternative included in IAS 31, amounting to EUR
545,909 thousand (EUR 1,062,102 thousand at 31 December 2012). Among these investees, at 31 December 2012 the most noteworthy
included the investment in aurelis Real Estate amounting to EUR 284,040 thousand, which was classified as held for sale at 31 December 2013,
and the investment in Leighton Welspun Contractors of EUR 178,381 thousand at 31 December 2012, which was fully consolidated at 31
December 2013 (see Note 02.02 f).
- Environment
In the Environment area accounting for the Clece Group using the equity method is noteworthy, since the ACS Group acquired joint control over
certain funds managed by Mercapital on 8 March 2012. The carrying amount at 31 December 2013 amounted to EUR 285,608 thousand (EUR
269,713 thousand at 31 December 2012). Subsequent, to 2013 year end, and based on the agreements reached with Mercapital, the ACS
Group's ownership interest in Clece stands at 75% (see Note 03.09).
- Corporate Unit
In April 2012 the ACS Group sold all of its ownership interest held in Abertis Infraestructuras, S.A., which until then was accounted for using the
equity method through Admirabilia, S.A., with a profit before tax of EUR 196,699 thousand. This was the main change that occurred in the equity
method relating to the Corporate Unit.
In addition to the aforementioned impairment tests, the ACS Group has performed the corresponding impairment testing to verify the recoverability of
the rest of the assets in those cases in which there were indications. For the purpose of carrying out these impairment tests, the Group considered the
future cash flow projections as well as the discounting of dividends and external market valuations for each of the ownership interests in accordance
52
with available information. Especially in relation to the underlying goodwill, the tests did not disclose the need to for a provision to cover significant
impairment in the consolidated income statement at the end of 2013 and 2012.
The assets, liabilities, attributable equity, sales and profit for the year the companies included under this heading, as well as the ownership
interest of the ACS Group in this company are presented in Appendix III.
10.
Financial assets
The detail of the balance of this heading in the consolidated statements of financial position in 2013 and 2012 is as follows:
Thousands of Euros
31/12/2013
Non-Current
Equity instruments
31/12/2012
Current
Non-Current
Current
1,097,535
81,982
504,512
110,855
Loans to associates
773,191
87,391
859,467
131,773
Other loans
323,597
127,647
362,747
111,537
1,857
1,369,409
3,155
802,325
121,666
1,313,712
118,588
548,959
2,317,846
2,980,141
1,848,469
1,705,449
Debt securities
Total
10.01. Equity instruments
The detail of the balance of this heading at 31 December 2013 and 2012 is as follows:
Thousands of Euros
31/12/2013
Iberdrola, S.A.
315,423
79,206
79,206
146,073
109,883
1,097,535
504,512
Xfera Móviles, S.A.
Other smaller investments
Total
31/12/2012
872,256
In accordance with IAS 39 these investments are considered to be available-for-sale financial assets. They have been measured at cost since
there is no reliable market for them, except for in the case of Iberdrola, S.A.
Iberdrola, S.A.
The most significant equity instruments relate to Iberdrola.
At 31 December 2013, the ACS Group holds 188,188,889 shares representing 3.02% of the share capital of Iberdrola, S.A. at that date
(75,190,459 shares representing 1.22% of the share capital of Iberdrola, S.A. at 31 December 2012). The consolidated average cost amounted
to EUR 4.134 per share (EUR 4.195 per share, prior to taking into account the valuation adjustments at 31 December 2012).
The ownership interest in Iberdrola is recognised at its market price at the end of each year (EUR 4.635 per share in 2013 and EUR 4.195 per
share in 2012) amounting to EUR 872,256 thousand (EUR 315,423 thousand at 31 December 2012). At 31 December 2013, a positive valuation
adjustment of EUR 65,999 thousand, net of the related tax effect, is recognised in equity under "Valuation adjustments - Available-for-sale
financial assets".
In 2013 the most significant transactions in relation to the ownership interest in Iberdrola were as follows:
On 22 October 2013, ACS, Actividades Finance, B.V. (a Dutch subsidiary wholly owned by ACS, Actividades de Construcción y Servicios, S.A.)
issued bonds that are exchangeable for Iberdrola shares for a nominal amount of EUR 721,100 thousand (see Note 17), with the following
characteristics:
- A term of five years maturing on 22 October 2018, unless they are exchanged or redeemed early. The price for redeeming the bonds on
maturity will be 100% of the nominal value, unless they are exchanged.
- Annual nominal fixed interest of 2.625%, payable quarterly in arrears.
53
- The exchange price is EUR 5.7688 per Iberdrola share, which represents a premium of 35% on the reference quoted price of the session
in which the issue was launched. As of 12 November 2016, ACS will have the option of redeeming the bonds early if the value of the
Iberdrola shares exceeds 130% of the exchange price applicable during at least 20 trading days in any period of 30 consecutive trading
days.
- The bondholders will have the option of redeeming the bonds in the third year or if there is any change of control of ACS.
- The bonds are listed in the open market (Freiverkehr) on the Frankfurt Stock Exchange.
As a result of the foregoing, ACS, Actividades de Construcción y Servicios, S.A. partially cancelled the equity swap agreement signed with
Natixis for 113,619,098 Iberdrola shares, whereby 164,352,702 Iberdrola, S.A. shares are outstanding, with the resulting change in the fixed
guarantee of EUR 247,670 thousand maturing on 31 March 2015. This partial cancellation led to the recognition of EUR 8,885 thousand in profit
under "Changes in fair value of financial instruments" in the accompanying consolidated income statement. Subsequent to year end, this
agreement was extended until 31 March 2018.
As of mid-2012, the ACS Group had several financial derivative contracts with various financial institutions over Iberdrola (call spreads), which
offered an exposure on an underlying asset of 597,286,512 Iberdrola shares As a result of the increase in the quoted price of the aforementioned
underlying asset, on 20 December 2013 the parties agreed to replace the previous structure with a new one (put spread), which has the same
exposure profile and maturity periods, however the strike price and the price of the 595,601,946 Iberdrola shares of the underlying asset were
slightly adjusted as a result of the changes in Iberdrola's dividend policy. This change enabled the ACS Group to monetise the value of these
derivatives for a total of EUR 856.5 million included in the consolidated statement of financial position at 2013 year-end. The market value at
2013 year end gave rise to the recognition of an liability amounting to EUR 62,896 thousand (see Note 22).
Following these transactions, at 31 December 2013, the ACS Group only held the aforementioned 3.02% ownership interest in Iberdrola (of
which 125 million shares are pledged in the exchangeable bond) and the following derivative financial instruments, which were measured at fair
value through profit or loss at 2013 year-end:
- A group of financial derivatives on 595,601,946 Iberdrola, S.A. shares that limit the ACS Group's exposure to fluctuations in the market of
the aforementioned company's shares (see Note 22).
- An equity swap signed with Natixis on 164,352,702 Iberdrola, S.A. shares (see Note 22), in which the ACS Group continues to hold the
usufruct rights over said shares.
The most relevant transactions in 2012 with regard to Iberdrola were as follows:
- On 18 April 2012, ACS, Actividades de Construcción y Servicios, S.A. carried out an accelerated bookbuilding process through UBS and
Société Générale among professional and qualified investors both in Spain and abroad, of a package of 220,518,120 Iberdrola, S.A.
shares, representing 3.69% of its share capital. The placement price resulting from the process was EUR 3.62 per share. As a result of
this transaction, the ACS Group incurred a loss before tax, along with other expenses related thereto, amounting to EUR 855,689
thousand recognised under "Impairment and gains or losses on disposals of financial instruments" in the accompanying consolidated
income statement (see Note 29).
- In addition, on 13 July 2012, Residencial Monte Carmelo, S.A., a company wholly owned by ACS, Actividades de Construcción y
Servicios, S.A., entered into a prepaid forward finance transaction with Société Générale, which allowed the company to cancel the
syndicated loan of EUR 1,599,223 thousand it had entered into with a financial institutions syndicate, in which Banco Bilbao Vizcaya
Argentaria, S.A. acted as the agent. This agreement was amended on 21 December 2012 and the prepaid forward was cancelled
subsequent to 2012 year-end.
- In 2012 ACS, Actividades de Construcción y Servicios, S.A. also signed several amendments to the equity swap agreement entered into
with Natixis, which entailed changing the repayment of the underlying value from EUR 1,000 million to EUR 1,432 million on 277,971,800
Iberdrola, S.A. shares, the elimination of the margin calls, the arrangement of a fixed guarantee of EUR 355,531 thousand, establishing
the maturity date as 31 March 2015 and amending the method of terminating the agreement.
With regard to the impairment of the ownership interest in Iberdrola, given that at 31 December 2013 the quoted price was greater than the
carrying amount, the ACS Group did not consider there to be any indications of impairment and, therefore, did not perform any impairment test to
verify a such possibility. In contrast, in 2012 the ACS Group internally tested its ownership interest for impairment based on the discounting of
future dividends and other information available on its investee, which also allowed it to conclude that there was no impairment since the
recoverable value of the investment was below the consolidated average cost. A loss to the market price at the end of the year amounting to
EUR 222,139 thousand was therefore recognised under "Impairment and gains or losses on disposals of financial instruments" in the
accompanying consolidated income statement (see Note 29).
"Impairment and gains or losses on disposals of financial instruments" in the accompanying consolidated income statement for 2012 (see Note
29) includes the aforementioned loss with regard to the sale of the 3.69% of the share capital of Iberdrola, the impairment of the 1.22%
ownership interest and additional losses of EUR 2,873,344 thousand as a result of the Residencial Monte Carmelo, S.A. transactions and the
54
aforementioned equity swap. Likewise, in 2013, the market value of the derivative financial instruments held at year end in relation to Iberdrola
shares represented earnings of EUR 404,050 thousand (EUR 232,333 thousand in 2012) which were recognised under "Changes in fair value of
financial instruments" (see Note 28.05).
Xfera Moviles, S.A. (Yoigo)
At 31 December 2013 and 2012, the ACS Group had a 17% ownership interest in the share capital of Xfera Móviles, S.A. through ACS Telefonía
Móvil, S.L. after the sale of part of its holding in 2006 to the Telia Sonera Group. In relation to this sale transaction, there is an unrecognised
contingent price and in certain scenarios, call and put options on the ownership interest of ACS, the conditions of which are not likely to be met.
The carrying amount of the ownership interest in Xfera amounted to EUR 198,376 thousand at 31 December 2013 and 2012, which correspond
to the contributions made in 2006 and thereafter, including the participating loans related thereto included under "Other non-current loans". In
prior years, the Group recognised very important provisions related to the aforementioned ownership interest.
In order to calculate the recoverable value of this investment the ACS Group used the discounted cash flow method, on the basis of the
company's internal projections until 2018, using the weighted average cost of capital (WACC) of 10.32% as the discount rate and a perpetual
growth rate of 1.2% in accordance with the 2018 Spanish CPI estimate made by the IMF. A sensitivity analysis was also performed taking into
consideration different discount rates, a perpetual growth rate and even negative deviations of up to minus 30% in the business plan estimates
for the company. Both in the baseline and in the rest of the scenarios considered, the recoverable value of this investment would be above its
carrying value. This conclusion is consistent with the valuations of Xfera published by analysts and by its controlling shareholder. Notwithstanding
the foregoing, in accordance with the principle of prudence, and considering that Xfera is in the final stages of its launch phase, the Group has
not revalued its investment to its estimated market value, although it considers that there is no risk of recovery of the cost associated with the
investment.
Other investments
At 31 December 2013, other investments relates mainly to non-controlling interests including, among others, the ownership interests held by
subsidiaries of Hochtief amounting to a net EUR 75,008 thousand (EUR 91,492 thousand at 31 December 2012).
The Group has assessed the recoverability of the assets included under this heading, recognising the related impairment on the basis of the
recoverability analysis performed.
10.02. Loans to associates
The detail of the balances of “Loans to associates” and of the scheduled maturities at 31 December 2013, is as follows:
Thousands of Euros
Current
2014
Loans to associates
87,391
Non-current
2015
501,162
2016
2018 and
subsequent years
2017
12,553
747
258,729
Total noncurrent
773,191
The detail of the balances of "Loans to associates" and of the scheduled maturities at 31 December 2012, is as follows:
Thousands of Euros
Current
2013
Loans to associates
131,773
Non-current
2014
560,931
2015
32,803
2016
12,480
2017 and
subsequent years
253,253
Total noncurrent
859,467
"Non-current loans to associates" relates mainly to the loans granted to Habtoor Leighton Group amounting to EUR 373,990 thousand (EUR
402,500 thousand at 31 December 2012).
Likewise, at 31 December 2013 non-current loans granted in euros (net of the associated provisions) were granted to Línea Nueve (Tranches
Two and Four) for EUR 68,501 thousand (EUR 62,868 thousand in 2012), Celtic Road Group (Waterford and Portlaoise) for EUR 45,566
thousand (EUR 45,566 thousand in 2012), Circunvalación de Alicante, S.A. for EUR 15,888 thousand (EUR 52,161 thousand in 2012),
Infraestructuras y Radiales, S.A. for EUR 29,577 thousand (EUR 41,177 thousand in 2012), and TP Ferro Concesionaria, S.A. for 33,427
thousand (EUR 32,138 thousand in 2012).
Regarding this loan and investment in the Habtoor Leighton Group, provisions amounting to EUR 488 million were made that for the most part
cover the ACS Group's exposure in the accompanying condensed financial statements.
55
The loan granted in relation to the acquisition of aurelis Real Estate for EUR 38,458 thousand (EUR 88,459 thousand at 31 December 2012) was
reclassified as a non-current asset held for sale at 31 December 2013 (see Note 03.09).
These loans bear interest at market rates.
10.03. Other loans
The detail of the balances of "Other loans" and of the scheduled maturities at 31 December 2013, is as follows:
Thousands of Euros
Current
2014
Other loans
127,647
Non-current
2015
253,510
2016
2017
10,335
2018 and
subsequent years
5,834
53,918
Total noncurrent
323,597
The detail of the balances of "Other loans" and of the scheduled maturities at 31 December 2012, is as follows:
Thousands of Euros
Current
2013
Other loans
111,537
Non-current
2014
285,258
2015
2016
10,108
6,487
2017 and
subsequent years
60,894
Total noncurrent
362,747
Non-current loans include mainly the debt that continues to be refinanced to local corporations amounting to EUR 62,806 thousand at 31
December 2013 (see Note 12) (EUR 101,798 thousand at 31 December 2012) and the participating loans to Xfera Móviles, S.A., amounting to
EUR 119,170 thousand at 31 December 2012.
These loans earn interest tied to Euribor plus a market spread.
10.04. Debt instruments
At 31 December 2013, this heading included the investments in securities maturing in the short term relating mainly to investments in securities,
investment funds and fixed-interest securities maturing at more than three months and which it does not intend to hold until maturity arising from
Hochtief for EUR 1,041,278 thousand (EUR 517,948 thousand at 31 December 2012). The increase between years arises basically from the
collections obtained from the disposals carried out in the year. Of the other amounts, those held by Cobra amounting to EUR 101,843 thousand
(EUR 121,251 thousand at 31 December 2012) and Urbaser amounting to EUR 179,037 thousand (EUR 79,633 thousand at 31 December 2012)
are of note.
10.05. Other financial assets
At 31 December 2013, "Other financial assets" included short-term deposits amounting to EUR 1,178,777 thousand (EUR 418,123 thousand at
31 December 2012). This amount includes the amounts contributed to meet the coverage ratios of certain financing for the ownership interest in
Hochtief amounting to EUR 359 thousand (see Note 18) and certain derivatives arranged by the Group amounting to EUR 306,380 thousand
(see Note 22). These amounts earn interest at market rates and their availability depends on the compliance with the coverage ratios.
The balance of this heading also includes the current account with the securitisation SPV (see Note 12) and the balance of the reserve accounts
relating to activity of the projects.
Impairment losses
In 2013 the impairment losses on financial assets amounted to EUR 20,498 thousand (see Note 29). In 2012 no significant impairment losses
were recognised on the financial assets in addition to those relating to the ACS Group's ownership interest in Iberdrola (see Note 10.01 and 29).
There were no significant reversals due to the impairment of financial assets in 2013 or 2012.
56
11.
Inventories
The detail of "Inventories" is as follows:
Thousands of Euros
31/12/2013
31/12/2012
Merchandise
218,531
225,092
Raw materials and other supplies
362,656
413,760
Work in progress
974,682
1,126,536
13,024
7,472
Finished goods
By-products, waste and recovered materials
276
197
248,030
147,058
1,817,199
1,920,115
Advances to suppliers and subcontractors
Total
Inventories at 31 December 2013 mostly relates to the EUR 1,149,541 thousand (EUR 1,362,941 thousand at 31 December 2012) contributed by
the Hochtief Group, including work in progress amounting to EUR 933,840 thousand (EUR 1,099,627 thousand at 31 December 2012), and
mainly real estate (land and buildings), of Hochtief and its Australian subsidiary Leighton, of which EUR 422,276 thousand were restricted at 31
December 2013 (EUR 699,284 thousand at 31 December 2012). In addition to the aforementioned restrictions, inventories with a carrying
amount of EUR 7,672 thousand in 2013 (EUR 7,579 thousand in 2012) have been pledged and/or mortgaged as security for the repayment of
debts.
Impairment losses on inventories recognised and reversed in the consolidated income statement for 2013, relating to the various ACS Group
companies, amounted to EUR 236 thousand and EUR 7,552 thousand, respectively (EUR 212 thousand and EUR 6,129 thousand in 2012).
12.
The carrying amount of trade and other receivables reflects their fair value, the detail, by line of business, being as follows:
Thousands of Euros
2013
Construction
Industrial
Services
Environment
Corporate unit
and
adjustments
Balance at
31/12/2013
6,864,804
2,627,006
446,822
568
Receivable from group companies and associates
134,691
75,083
3,508
(22,271)
191,011
Other receivables
367,692
593,613
118,558
3,087
1,082,950
Current tax assets
Total
9,939,200
55,092
32,846
16,543
(1,635)
102,846
7,422,279
3,328,548
585,431
(20,251)
11,316,007
Thousands of Euros
2012
Construction
Industrial
Services
Environment
Corporate unit
and
adjustments
Balance at
31/12/2012
6,473,517
2,585,646
504,862
1,193
Receivable from group companies and associates
235,930
385,875
3,901
(32,556)
593,150
Other receivables
412,480
647,530
113,744
(504)
1,173,250
Current tax assets
56,125
53,063
6,119
(32,439)
82,868
7,178,052
3,672,114
628,626
(64,306)
11,414,486
Total
9,565,218
Trade receivables for sales and services - Net trade receivables balance
The detail of trade receivables for sales and services and net trade receivables balance, by line of business, at 31 December 2013 and 2012, is
as follows:
57
Thousands of Euros
2013
Construction
Industrial
Services
Environment
Trade receivables and notes receivable
3,260,058
1,596,222
Completed work pending certification
3,865,088
1,135,076
Allowances for doubtful debts
(260,342)
(104,292)
Total receivables for sales and services
6,864,804
2,627,006
Advances received on orders (Note 23)
(904,370)
Total net trade receivables balance
5,960,434
Corporate unit
and
adjustments
340,256
Balance at
31/12/2013
5,049
5,201,585
127,460
16
5,127,640
(20,894)
(4,497)
(390,025)
446,822
568
9,939,200
(969,422)
(15,159)
-
(1,888,951)
1,657,584
431,663
568
8,050,249
Thousands of Euros
2012
Construction
Industrial
Services
Environment
Corporate unit
and
adjustments
Balance at
31/12/2012
Trade receivables and notes receivable
3,371,245
1,402,984
418,074
5,671
5,197,974
Completed work pending certification
3,291,857
1,274,815
107,979
17
4,674,668
Allowances for doubtful debts
(189,585)
(92,154)
(21,191)
(4,494)
(307,424)
Total receivables for sales and services
Advances received on orders (Note 23)
Total net trade receivables balance
6,473,517
2,585,645
504,862
1,194
9,565,218
(1,039,643)
(1,768,535)
(6,078)
1
(2,814,255)
5,433,874
817,110
498,784
1,195
6,750,963
At 31 December 2013, retentions held by customers for contract work in progress amounted to EUR 530,232 thousand (EUR 517,209 thousand
at 31 December 2012).
The Group companies assign trade receivables to financial institutions, without the possibility of recourse against them in the event of nonpayment. The balance of receivables was reduced by EUR 258,886 thousand in this connection at 31 December 2013 (EUR 307,872 thousand
at 31 December 2012).
Substantially all the risks and rewards associated with the receivables, as well as control over them, were transferred through the sale and
assignment of the receivables, since there are no repurchase agreements between the Group companies and the banks that have acquired the
assets, and the banks may freely dispose of the acquired assets without the Group companies being able to limit this right in any manner.
Consequently, the balances receivable relating to the receivables assigned or sold under the aforementioned conditions were derecognised in
the consolidated statement of financial position. The Group companies continued to manage collection in 2013.
The balance of "Trade receivables and notes receivable" was reduced by the amounts received from the "CAP-TDA2 Fondo de Titulizacion de
Activos", a securitisation SPV which was set up on 19 May 2010.
The ACS Group companies fully and unconditionally assign receivables to the securitisation SPV. By means of this mechanism, at the date of
assignment, the Company charges a set price (cash price) which does not reverse back to the securitisation SPV for any reason. This
securitisation SPV, which is subject to Spanish law, transforms the receivables acquired into bonds. It is managed by a management company
called Titulizacion de Activos, Sociedad Gestora de Fondos de Titulizacion, S.A.
The amount of the receivables sold to the Securitisation SPV was EUR 198,954 thousand at 31 December 2013 (EUR 229,531 thousand at 31
December 2012), of which EUR 49,192 thousand (EUR 48,792 thousand at 31 December 2012) were recognised as a current account with the
Securitisation SPV included under "Other current financial assets - Other loans" (see Note 10.05).
There was no customer at 31 December 2013 and 2012 that represented more than 10% of total revenue.
Changes in the allowances for doubtful debts
The following is a breakdown, by line of business, of the changes in the "Allowances for doubtful debts" in 2013 and 2012:
58
Thousands of Euros
Allowance for doubtful debts
Industrial
Services
Construction
Corporate unit
and
adjustments
Environment
(193,533)
(102,372)
(21,946)
Charges for the year
(20,402)
(22,098)
Reversals/Excesses
26,005
30,297
Changes in scope and other
(1,655)
Period provisions
Reversals/Excesses
Changes in scope and other
Total
(4,627)
(322,478)
(6,028)
-
(48,528)
6,225
133
62,660
2,019
558
-
922
(189,585)
(92,154)
(21,191)
(4,494)
(307,424)
(108,647)
(12,860)
(4,961)
(3)
(126,471)
35,163
16,509
2,301
-
53,973
2,727
(15,787)
2,957
-
(10,103)
(260,342)
(104,292)
(20,894)
(4,497)
(390,025)
A concentration of credit risk is not considered to exist since the Group has a large number of customers engaging in various activities.
The net trade receivables balance at 31 December 2013 amounted to EUR 8,050,249 thousand (EUR 6,750,963 thousand at 31 December
2012), of which EUR 737,122 thousand (EUR 1,122,587 thousand at 31 December 2012) relate to domestic activity and EUR 7,313,127
thousand (EUR 5,628,377 thousand at 31 December 2012) to international activity.
With regard to domestic activity, EUR 393,870 thousand (EUR 703,124 thousand at 31 December 2012), 53% of the balance (63% of the
balance at 31 December 2012) relates to the net balance receivable from the Spanish public authorities, the remainder relating to the private
sector, without large concentrations thereof.
With regard to foreign activities, the majority arises from the private sector amounting to EUR 6,345,880 thousand (EUR 5,145,046 thousand at
31 December 2012), the majority of which relate to the Hochtief Group. This figure includes amounts which were outstanding but not impaired at
31 December 2013 of which EUR 113,127 thousand was up to 30 days overdue, EUR 47,857 thousand between 31 and 90 days overdue and
EUR 105,669 thousand more than 90 days overdue (EUR 126,043 thousand was up to 30 days overdue, EUR 94,257 thousand between 31 and
90 days overdue and EUR 86,152 thousand more than 90 days overdue at 31 December 2012).
Group management considers that the carrying amount of the trade receivables reflects their fair value. The Group companies are responsible for
managing the accounts receivable and determining the need for an allowance, since each Company best knows its exact position and the
relationship with each of its clients. However, each line of business lays down certain guidelines on the basis that each client has its own
peculiarities depending on the business activity performed. In this regard, for the Construction area, the accounts receivable from public
authorities pose no recoverability problems of significance, and international activity mainly relates to work performed for public authorities in
foreign countries, which reduces the possibility of experiencing significant insolvency. On the other hand, for private clients there is an
established guarantee policy prior to the beginning of construction, which significantly reduces the risk of insolvency. In the latter case, it is worth
noting the substantial increase in costs and executed works pending certification related to the Gorgon Jetty & Marine STR project and other
projects in Iraq, for which the customers’ claims are under negotiation. These claims have been recognised in the consolidated financial
statements at their expected recoverable amount.
In the Environment area, the main problems are related to arrears from local public authorities. In these cases, the affected companies
renegotiate with the public authorities involved for the collection of the receivable if it is not possible to recover the receivable in the short-term, by
setting a long-term payment schedule. At 31 December 2013, this amount totalled EUR 62,806 thousand (see Note 10.03) (EUR 101,798
thousand at 31 December 2012), which was included under the heading "Other Loans", and matures as follows:
2015
54,724
2016
4,487
2018 and
subsequent years
2017
661
2,934
Total
62,806
Additionally, the existence of arrears and of a possible default are low since besides the fact that the Group also has the right to request late
interest from public authorities, its private clients are assigned a maximum risk level before contracting a service.
In the Industrial Services area, of most significance are private contracts, for which a maximum level of risk is assigned and collection conditions
are based upon the solvency profile that is initially analysed for a client and for a specific project, depending on its size. In the case of foreign
private clients, the practice is to require payments in advance at the beginning of the project and establish collection periods based on the type of
project, which are either short term or non-recourse discounts are negotiated, allowing for positive management of working capital.
59
13.
This heading in the statement of financial position includes mainly short-term accruals of prepaid expenses and interest.
14.
"Cash and cash equivalents" includes the Group's cash and short-term bank deposits with an original maturity of three months or less. The
carrying amount of these assets amounting to EUR 65,553 thousand (EUR 50,222 thousand at 31 December 2012) reflect their fair value and
there are no restrictions as to their use.
15.
Equity
15.01. Share Capital
At 31 December 2013, the share capital of the Parent amounted to EUR 157,332 thousand and was represented by 314,664,594 fully subscribed
and paid shares with a par value of EUR 0.5 each, all with the same voting and dividend rights.
Expenses directly attributable to the issue or acquisition of new shares are recognised in equity as a deduction from the amount thereof.
The shareholders at the Annual General Meeting held on 25 May 2009 authorised the Company's Board of Directors to increase the share capital
by up to 50% at the date of this resolution on one or several occasions, and at the date, in the amount and under the conditions freely agreed in
each case, within five years following 25 May 2009, and without having previously submitted a proposal to the shareholders at the Annual
General Meeting. Accordingly, the Board of Directors may set the terms and conditions under which capital is increased as well as the features of
the shares, investors and markets at which the increases are aimed and the issue procedure, freely offer the unsubscribed shares in the
preferential subscription period; and in the event of incomplete subscription, cancel the capital increase or increase capital solely by the amount
of the subscribed shares.
The share capital increase or increases may be carried out by issuing new shares, either ordinary, without voting rights, preference or
redeemable shares. The new shares shall be payable by means of monetary contributions equal to the par value of the shares and any share
premium which may be agreed.
The Board of Directors was expressly empowered to exclude preferential subscription rights in full or in part in relation to all or some of the issues
agreed under the scope of this authorisation, where it is in the interest of the company and as long as the par value of the shares to be issued
plus any share premium agreed is equal to the fair value of the Company's shares based on a report to be drawn up at the Board's request, by an
independent auditor other than the Company's auditor, which is appointed for this purpose by the Spanish Mercantile Registry on any occasion in
which the power to exclude preferential subscription rights is exercised.
Additionally, the Company's Board of Directors is authorised to request the listing or delisting of any shares issued, in Spanish or foreign
organised secondary markets.
Similarly, at the Annual General Meeting held on 25 May 2009, the shareholders resolved to delegate to the Board of Directors the power to
issue fixed income securities, either simple and exchangeable or convertible, and warrants on the Company’s newly issued shares or shares in
circulation. Securities may be issued on one or more occasions within five years following the resolution date. The total amount of the issue or
issues of securities, plus the total number of shares listed by the Company, plus the total number of shares listed by the Company and
outstanding at the issue date may not exceed a maximum limit of eighty per cent of the equity of ACS, Actividades de Construcción y Servicios,
SA. according to the latest approved balance sheet. Based on the aforementioned authorisation, in 2013 ACS, Actividades de Construcción y
Servicios, S.A. formally executed a Euro Commercial Paper programme for a maximum amount of EUR 500 million, the balance of which
amounted to EUR 310,194 thousand at 31 December 2013 (see Note 17.01). Likewise, based on the aforementioned delegation of powers, the
Board of Directors took into consideration and provided guarantees in relation to the issue of bonds exchangeable for Iberdrola shares carried
out by ACS, Actividades Finance BV amounting to EUR 721,100 thousand (see Notes 10.01 and 17.01).
The shareholders at the Annual General Meeting of ACS, Actividades de Construcción y Servicios, S.A. held on 10 May 2013 resolved, among
other matters, to a share capital increase and reduction.
In this regard, the Company resolved in increase share capital to a maximum of EUR 504 million with a charge to voluntary reserves, whereby
the first capital increase may not exceed EUR 362 million and the second increase may not exceed EUR 142 million, indistinctly granting the
Executive Commission, the Chairman of the Board of Directors and the Director Secretary the power to execute the resolution. The capital
increase is expected to take place, in the case of the first increase, within the two months following the date of the Annual General Meeting held
60
in 2013 and, in the case of the second increase, within the first quarter of 2014, thereby coinciding with the dates on which the ACS Group has
traditionally distributed the final dividend and the interim dividend.
With regard to the capital reduction, the resolution adopted by the Board consists of reducing share capital through the retirement of the
Company's treasury shares for a nominal amount equal to the nominal amount for which the aforementioned capital increase was effectively
carried out. The Board of Directors is granted the power to execute these resolutions, on one or two occasions, simultaneously with each of the
share capital increases.
In addition to the aforementioned authorisation to reduce capital, at the Annual General Meeting held on 10 May 2013, the shareholders
resolved, among other matters, to expressly allow the treasury shares acquired by the Company or its subsidiaries to be earmarked, in full or in
part, for sale or retirement, for delivery to the employees or directors of the Company or the Group and for reinvestment plans for dividends or
similar instruments. The Board of Directors is granted the power for its execution.
Specifically, and by virtue of this delegation, on 20 June 2013 the Company resolved to carry out the first capital increase for a maximum amount
of EUR 362 million. This capital increase is aimed at establishing an alternative remuneration system, as in many Ibex companies, that would
allow shareholders to receive bonus shares from ACS or cash through the sale of the related bonus issue rights which are trade on the stock
market, or that may be sold to ACS at a certain price based on a formula approved by the Board.
In relation to the foregoing, in 2013 the Parent increased its share capital by EUR 3,926,818.50 relating to 7,853,637 ordinary shares of EUR 0.5
par value each. Subsequent to the aforementioned capital increase and during the same year, share capital was reduced by EUR 3,926,818.50
relating to 7,853,637 ordinary shares of EUR 0.5 par value each through the retirement of the Parent's treasury shares (see Note 15.04).
In addition, by virtue of this delegation, on 12 December 2013 the Company resolved to carry out a second share capital increase for a maximum
amount of EUR 142 million for the same purpose as that of the first increase mentioned above. After a period of negotiating the bonus issue
rights relating to this second increase, 2,562,846 ordinary shares of EUR 0.5 par value each were issued in February 2014 for a nominal amount
of EUR 1,281,423. Subsequent to year end, share capital was reduced by EUR 1,281,423 relating to 2,562,846 ordinary shares of EUR 0.5 par
value each through the retirement of the Parent's treasury shares.
The shares of ACS, Actividades de Construcción y Servicios, S.A. are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges
and traded through the Spanish computerised trading system.
In addition to Parent, the companies included in the scope of consolidation whose shares are listed on securities markets are Hochtief A.G. on
the Frankfurt Stock Exchange (Germany), Dragados y Construcciones Argentina, S.A.I.C.I. on the Buenos Aires Stock Exchange (Argentina),
Leighton Holdings Ltd., Macmahon Holdings Limited, Sedgman Limited on the Australia Stock Exchange.
At 31 December 2013, the shareholders with an ownership interest of over 10% in the share capital of the Parent were Corporación Financiera
Alba, S.A. with an ownership interest of 16.30% and Inversiones Vesan, S.A. with an ownership interest of 12.52%.
15.02. Share premium
At 31 December 2013 and 2012, the share premium amounted to EUR 897,294 thousand and there had been no changes therein in the previous
two years.
The Consolidated Text of the Spanish Companies Law expressly permits the use of the share premium account balance to increase capital and
does not establish any specific restrictions as to its use.
15.03. Retained earnings and other returns
The detail of this heading at 31 December 2013 and 2012 is as follows:
Thousands of Euros
Balance at
31/12/2013
Reserves of the Parent
Balance at
31/12/2012
2,319,377
2,358,036
Reserves at consolidated companies
(207,759)
2,472,325
Total
2,111,618
4,830,361
15.03.01. Reserves of the Parent
This heading includes the reserves set up by the Group's Parent, mainly in relation to retained earnings, and if applicable, in compliance with the
various applicable legal provisions.
61
The detail of this heading at 31 December 2013 and 2012 is as follows:
Thousands of Euros
Balance at
31/12/2013
Legal reserve
Voluntary reserves
35,287
35,287
547,913
1,078,092
7,593
3,666
162
162
206,039
164,831
2,141,954
1,075,998
Capital redemption reserve fund
Reserve for redenomination of share capital in euros
Goodwill reserve
Retained earnings
Balance at
31/12/2012
Accumulated losses
(619,571)
-
Total
2,319,377
2,358,036
Legal reserve
Under the Consolidated Text of the Spanish Companies Law, 10% of net profit for each year must be transferred to the legal reserve until the
balance of this reserve reaches at least 20% of the share capital.
The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share
capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other
reserves are not available for this purpose.
The legal reserve of the Group's Parent, which amounts to EUR 35,287 thousand, has reached the stipulated level at 31 December 2013 and
2012.
Voluntary reserves
These are reserves, the use of which is not limited or restricted, freely set up by means of the allocation of the Parent's profits, after the payment
of dividends and the required appropriations to the legal or other restricted reserves in accordance with current legislation.
Pursuant to the Consolidated Text of the Spanish Companies Law, profit may not be distributed unless the amount of the unrestricted legal
reserves is at least equal to the amount of research and development expenses included under assets in the statement of financial position. In
this case the reserves allocated to meet this requirement are considered to be restricted reserves.
Reserve for retired capital
As a result of the retirement of the Parent's shares carried out in 2013 and 2012, in accordance with that established in Article 335.c of the
Consolidated Text of the Spanish Companies Law, ACS, Actividades de Construcción y Servicios, S.A. arranged a "restricted reserve for retired
capital" amounting to EUR 7,593 thousand (EUR 3,666 thousand at 31 December 2012), which is equivalent to the nominal value of the reduced
share capital.
15.03.02. Reserves at consolidated companies
The detail, by line of business, of the balances of these accounts in the consolidated statement of financial position after considering the effect of
consolidation adjustments, is as follows:
Thousands of Euros
Balance at
31/12/2013
Balance at
31/12/2012
Construction
223,551
277,884
Environment
748,984
605,946
Industrial Services
706,852
752,479
(1,887,146)
836,016
(207,759)
2,472,325
Corporate Unit
Total
62
Certain Group companies have clauses in their financing agreements (this is standard practice in project financing) that place restrictions on the
distribution of dividends until certain ratios are met.
15.04. Treasury shares
The changes in "Treasury shares" in 2013 and 2012 were as follows:
2013
Number of
Shares
2012
Thousands of
Euros
Thousands of
Euros
Number of
Shares
At beginning of the year
21,368,766
574,696
23,608,833
760,651
Purchases
15,112,383
306,280
9,393,512
155,880
251,471
-
-
-
(25,903,481)
(659,616)
(4,013,784)
(115,262)
(208,529)
(3,874)
(287,700)
(9,269)
(7,853,637)
(152,528)
(7,332,095)
(217,304)
2,766,973
64,958
21,368,766
574,696
Scrip dividend
Sales
Bonus payments 2013/2012
Depreciation
At end of the reporting period
On 24 January 2013, the ACS Group sold a total of 20,200,000 treasury shares amounting to EUR 360,166,000 to three entities with a negative
effect on equity of EUR 170,698 thousand. In addition, the Group entered into certain derivative contracts for the same number of ACS shares,
payable only in cash and within a period of two years that may be extended for a further year (see Note 22).
As a result of the resolution adopted by the shareholders at the Annual General Meeting of ACS, Actividades de Construcción y Servicios, S.A.
held on 10 May 2013, on 20 June 2013 the Company resolved to carry out the first capital increase, establishing the maximum reference value at
EUR 362 million with a charge to reserves of the Company in order for the shareholders to be able to choose whether they wish to be
compensated in cash or in the Company's shares. After the decision-making period granted to the shareholders, on 18 July 2013 the following
events occurred:
a)
The dividend was set at a total gross amount of EUR 192,708,608.096 and was paid on 23 July 2013.
b)
The definitive number of shares object of the share capital increase was 7,853,637 for a nominal amount of EUR 3,926,818.50.
Subsequent to 23 September 2013, through the pertinent registration in the Mercantile Registry, a reduction in the share capital of ACS,
Actividades de Construcción y Servicios S.A. amounting to EUR 3,926,818.50 has been executed, by means of the retirement of 7,853,637
treasury shares for a carrying amount of EUR 152,528 thousand, with a charge to unrestricted reserves and through the allocation, for the same
amount as the nominal value of the retired shares: EUR 3,926,818.50, to the reserve provided for in section c) of article 335 of the Spanish
Companies Law. In this same connection, on 7 July 2012, 7,332,095 treasure shares were retired with a carrying amount of EUR 217,304
thousand in accordance with the resolutions adopted by the shareholders at the Annual General Meeting held on 31 May 2012 in relation to the
shareholder remuneration system (see Note 15.01).
At 31 December 2013, the Group held 2,766,973 treasury shares of the Parent, with a par value of EUR 0.5 each, representing 0.88% of the
share capital, with a consolidated carrying amount of EUR 64,958 thousand which is recognised under "Treasury shares" under equity in the
consolidated statement of financial position. At 31 December 2012, the Group held 21,368,766 treasury shares of the Parent, with a par value of
EUR 0.5 each, representing 6.79% of the share capital, with a consolidated carrying amount of EUR 574,696 thousand which was recognised
under "Treasury shares" under equity in the consolidated statement of financial position.
The average purchase price of ACS shares in 2013 was EUR 20.27 per share and the average selling price of the shares in 2013 was EUR
25.46 per share (EUR 16.59 and EUR 28.72 per share, respectively, in 2012).
15.05. Interim dividend
In its meeting held on 12 December 2013, the Parent's Boards of Directors, using the powers granted to it by the shareholders at the Annual
General Meeting held on 10 May 2013, resolved to carry out a second share capital increase with a charge to reserves for a maximum amount of
EUR 142 million. On 16 January 2014, the Board of Directors of ACS, Actividades de Construcción y Servicios, S.A. resolved to carry out the
second increase setting the maximum reference value (amount of the option exercised) at EUR 142 million for the purpose of creating a flexible
remuneration formula for the shareholders ("optional dividend"), so that they may opt to continue receiving remuneration in cash or to receive
new Company shares. After the decision-making period granted to the shareholders, on 13 February 2014 the following events occurred:
a)
The dividend was set at a total gross amount of EUR 0.446 which was paid on 18 February 2014.
b)
The definitive number of shares object of the share capital increase was 2,562,846 for a nominal amount of EUR 1,281,423.
63
The interim dividend is recognised as the maximum amount of the potential liability at the aforementioned date of 100% of the fair value of the
dividend approved amounting to EUR 140,970 thousand, in accordance with the instructions of the ESMA by way of the European Enforcers
Coordination Sessions (EECS), under "Reserves", thereby reducing the amount of "Equity attributable to the Parent" recognised at 31 December
2013 under "Other current assets" in the consolidated statement of financial position (see Note 24) for the maximum amount of the potential
liability at the aforementioned date for 100% of the fair value of the dividend approved which amounted to EUR 140,970 thousand, although the
final amount was EUR 69,473 thousand (see Note 32).
At 31 December 2012, as a result of the losses incurred by the Parent and in accordance with Article 277 of the Consolidated Text of the Spanish
Companies Law, no interim dividends were paid.
15.06. Adjustments for changes in value
The changes in the balance of this heading in 2013 and 2012 were as follows:
Thousands of Euros
2013
Beginning balance
(725,840)
Hedging Instruments
2012
(2,363,192)
359,109
(153,686)
27,773
1,839,515
(195,956)
(48,477)
Ending balance
(534,914)
(725,840)
Available-for-sale financial assets
The adjustments for hedging instruments relate to the reserve set up for the effective portion of changes in the fair value of the financial
instruments designated and effective as cash flow hedges. They relate mainly to interest rate hedges and, to a lesser extent, foreign exchange
rate hedges, tied to asset and liability items in the balance sheet, and to future transaction commitments qualifying for hedge accounting because
they meet the requirements provided for in IAS 39 on hedge accounting.
The changes relating to available-for-sale financial assets include the unrealised gains or losses arising from changes in their fair value net of the
related tax effect. The change arose mainly as a result of the transactions carried out in relation to the ownership interest in Iberdrola, S.A. (see
Note 10.01).
The translation differences at 1 January 2004 were recognised in the transition to IFRSs as opening reserves. Consequently, the amount presented in
the Group's consolidated statement of financial position at 31 December 2013 relates exclusively to the difference arising in the period from 2004 to
2013, net of the related tax effect, between the closing and opening exchange rates, on non-monetary items whose fair value is adjusted against
equity and on the translation to euros of the balances in the functional currencies of fully and proportionately consolidated companies and as
companies accounted for using the equity method whose functional currency is not the euro.
The main translation differences, by currency, were as follows:
Thousands of Euros
Balance at
31/12/2013
Balance at
31/12/2012
U.S. Dollar (USD)
(25,812)
7,680
Australian Dollar (AUD)
(13,921)
81,762
Polish Zloty (PLN)
Brazilian Real (BRL)
Mexican Peso (MXN)
Canadian Dollar (CAD)
560
2,264
22,359
55,724
(24,605)
(7,473)
836
1,610
(2,409)
(1,730)
Venezuela Bolivar (VEB)
(22,842)
(18,818)
Argentine Peso (ARS)
(34,607)
(21,732)
British Pound (GBP)
Colombian Peso (CLP)
Other currencies
(5,463)
3,283
(14,240)
(26,759)
(120,144)
75,812
64
In addition to the balance of translation differences at 31 December 2013, the balance of "Valuation adjustments" include a loss of EUR 442,697
thousand for hedging instruments (EUR -801,806 thousand at 31 December 2012) and a gain of EUR 27,927 thousand for assets available for
sale (EUR 154 thousand at 31 December 2012).
15.07. Non-controlling interests
The detail, by line of business, of the balance of "Non-controlling interests" in the consolidated statement of financial position at 31 December
2013 and 2012 is as follows:
Thousands of Euros
Balance at 31/12/2013
Line of Business
Construction
Industrial Services
Environment
Total
Noncontrolling
interests
Profit attributed
to noncontrolling
interests
Noncontrolling
interests
Profit from
discontinued
operations
Profit attributed to
non-controlling
interests
Profit from
discontinued
operations
1,600,390
488,012
-
2,418,313
471,079
-
21,039
50,978
-
72,683
49,558
-
54,182
6,394
-
42,306
1,040
11
1,675,611
545,384
-
2,533,302
521,677
11
Non-controlling interests mainly relates to the full consolidation of Hochtief which includes both the ownership interests of the non-controlling
shareholders of Hochtief as well as the non-controlling interests included in the statement of financial position of the German company,
amounting to EUR 1,028,085 thousand at 31 December 2013 (EUR 1,603,445 thousand at 31 December 2012), which mainly relate to the noncontrolling shareholders of Leighton Holdings.
”Non-controlling interests” in the accompanying consolidated statement of financial position reflects the proportionate share of the equity of Group
companies in which there are non-controlling shareholders. The changes in 2013, by item, were as follows:
Thousands of Euros
Profit for the year from continuing operations
Dividends received
3,054,990
545,384
(383,173)
Change in scope of consolidation
(445,517)
Changes in share capital and other
(334,730)
(215,959)
2,220,995
The changes to the scope of consolidation arose mainly due to the sale by the Hochtief Group of the airport business.
The changes in 2012, by item, were as follows:
Thousands of Euros
(*)
Profit for the year from continuing operations
Loss for the year from discontinued operations
2,872,182
521,677
11
Dividends received
(178,907)
Change in scope of consolidation
(113,177)
Changes in share capital and other
11,649
(58,445)
3,054,990
( * ) Data restated
65
The detail of this balance at 31 December 2013, by business segment, is as follows:
Thousands of Euros
Line of Business
Share Capital
Construction
Reserves
Profit for the
year
Total
681,795
918,595
488,012
2,088,402
Industrial Services
50,124
(29,085)
50,978
72,017
Environment
30,458
23,724
6,394
60,576
762,377
913,234
545,384
2,220,995
Total
The detail of this balance at 31 December 2012, by business segment, was as follows:
Thousands of Euros
Line of Business
Construction
Share
Capital
Reserves
Profit for
the year
Profit from
discontinued
operations
Total
1,407,456
1,010,857
471,079
-
2,889,392
Industrial Services
43,425
29,258
49,558
-
122,241
Environment
20,657
21,649
1,040
11
43,357
1,471,538
1,061,764
521,677
11
3,054,990
Total
At 31 December 2013, the shareholders with an ownership interest equal to or exceeding 10% of the share capital of the Group's main
subsidiaries were as follows:
Group
Percentage
of ownership
Shareholder
Construction
John P. Picone, Inc. ( * )
20.00%
John P. Picone
Autovía de La Mancha S.A. Conces. JCC Cast-La Mancha
25.00%
CYOP, S.A.
Concesionaria Santiago Brión, S.A.
30.00%
Francisco Gómez y CIA, S.L. (15%)
Extraco Construcciones e Proyectos, S.A. (15%)
Autovía del Pirineo, S.A.
28.00%
Construcciones Mariezcurrena, S.L. (20%)
FTG Holding Limited Partnership
33.32%
Fraser Saif Acquisition Company Inc. (16.66%)
Ledcor Development Ltd. (16.66%)
Industrial Services
Beni Saf Water Company Spa.
49.00%
Algerian Energy Company –SPA
Procme, S.A.
25.46%
José Reis Costa
Serpista, S.A.
49.00%
Temg Mantenimiento, S.A. (10%)
Iberia, S.A. (39%)
Dragados-Swiber Offshore, S.A.P.I. de C.V.
49.00%
Swiber Offshore Construction Pte. Ltd.
Sistemas Sec, S.A.
49.00%
Compañía Americana de Multiservicios Limitada
Centro de Transferencias, S.A.
Residuos Sólidos Urbanos de Jaén, S.A.
30.00%
40.00%
Emgrisa
Diputación Provincial de Jaén
Demarco S.A.
50.00%
Environment
Waste Investment, S.A. (39.81 %)
S.A. Holding INC (10.19%)
KDM S.A.
50.00%
Kiasa, S.A.
Urbana de Servicios Ambientales, S.L.
30.00%
Construcciones Sánchez Domínguez (20%)
Residuos Industriales de Zaragoza, S.A.
36.30%
Marcor Ebro, S.A.
Vertederos de Residuos, S.A.
16.03%
Fomento de Construcciones y Contratas, S.A.
( * ) There is a purchase commitment of 20% for which the
related liability was recognised.
66
In addition, according to the available information, at 31 December 2013, the non-controlling shareholder of Hochtief, A.G. with an ownership
percentage greater than or equal to 10% is Qatar Holding Luxembourg (10%), there being no non-controlling shareholders in the case of
Leighton Holdings, Ltd.
16.
Grants
The changes in the balance of this heading in 2013 and 2012 were as follows:
Thousands of Euros
2013
Beginning balance
2012
54,215
58,132
(864)
-
Additions
853
1,966
Transfers
(1,008)
(3,398)
Recognition in income statement
(3,448)
(2,485)
Ending balance
49,748
54,215
The grants related to assets recognised in the consolidated income statement (recognised under "Allocation to profit or loss of grants related to
non-financial non-current assets and other grants" in the consolidated income statement) amounted to EUR 5,014 thousand before tax in 2013
(EUR 3,550 thousand in 2012). The timing of recognition in profit or loss is detailed as follows:
Thousands of Euros
2013
<1
Grants related to assets
17.
6,114
2-5
17,183
2012
>5
26,451
<1
6,315
2-5
18,268
>5
29,632
Bank borrowings, debt instruments and other marketable securities
17.01. Debt instruments and other marketable securities
At 31 December 2013, the ACS Group had non-current debentures and bonds issued amounting to EUR 2,619,916 thousand and EUR 600,462
thousand in current issues (EUR 1,483,824 thousand in non-current and EUR 157,670 thousand in current, respectively, at 31 December 2012)
from Leighton Holdings and Hochtief, and ACS. The most significant changes at 31 December 2013 with regard to 31 December 2012 are as
follows:

Corporate bond issue launched by Hochtief, A.G on 14 March 2013 for a nominal amount of EUR 750 million maturing in seven years
and with an annual coupon of 3.875%. (On March 2012, Hochtief, A.G. issued a corporate bond for an nominal amount of EUR 500
million maturing in seven years and with an annual coupon of 5.5%.)

On 22 October 2013, ACS, Actividades Finance, B.V. (a Dutch subsidiary wholly owned by ACS, Actividades de Construcción y
Servicios, S.A.) issued bonds that are exchangeable for Iberdrola shares for a nominal amount of EUR 721,100 thousand, with the
following characteristics:
o
A term of five years maturing on 22 October 2018, unless they are exchanged or redeemed early. The price for redeeming
the bonds on maturity will be 100% of the nominal value, unless they are exchanged.
o
o
Annual nominal fixed interest of 2.625%, payable quarterly in arrears.
The exchange price is EUR 5.7688 per Iberdrola share, which represents a premium of 35% on the reference quoted price
of the session in which the issue was launched. As of 12 November 2016, ACS will have the option of redeeming the bonds
early if the value of the Iberdrola shares exceeds 130% of the exchange price applicable during at least 20 trading days in
any period of 30 consecutive trading days.
o
o
The bondholders will have the option of redeeming the bonds in the third year or if there is any change of control of ACS.
The bonds are listed in the open market (Freiverkehr) on the Frankfurt Stock Exchange. The market price at 31 December
2013 amounted to EUR 759,030 thousand.
67
On 22 March 2013, ACS, Actividades de Construcción y Servicios, S.A. formally executed a Euro Commercial Paper (ECP) programme for a maximum
amount of EUR 500 million, which was registered in the Irish Stock Exchange, making use of the authorisation granted by the shareholders at the
Annual General Meeting held on 25 May 2009 and in execution of the resolution of the Board of Directors on 8 November 2012. Banco Santander is the
programme implementation coordinator (arranger), the entity who also acts as designated intermediary (dealer). By means of this programme, ACS will
be able to issue promissory notes maturing between 1 and 364 days, thereby enabling it to diversify its means of obtaining financing on capital markets.
This programme was renewed for EUR 750 million in March 2014 (see Note 32).
From its execution until 31 December 2013, various issues were launched under this programme for a total of EUR 430,245 thousand and
redemptions amounted to EUR 120,051 thousand. At 31 December 2013, the issues outstanding under the aforementioned programme
amounted to EUR 310,194 thousand.
In addition to that mentioned above, noteworthy under this heading is the issue by Leighton of certain ten-year guaranteed bonds for a nominal
amount of USD 500 million (maturity in November 2022) at a fixed annual rate of 5.95% and a carrying amount of EUR 354,907 thousand (EUR
371,912 thousand at 31 December 2012). In 2010 Leighton issued a bond of USD 350 million with an equivalent value in euros of EUR 251,689
thousand (EUR 263,987 thousand at 31 December 2012). This bond has three tranches with maturities in 2015, 2017 and 2020, and interest
rates ranging from 4.51% to 5.78% based on the maturity. This heading also includes a bond issued in 2009 amounting to EUR 181,538
thousand (EUR 220,265 thousand at 31 December 2012), with a nominal value of AUD 280 million maturing at five years, and with a fixed
coupon of 9.5%. In 2008 Leighton Holding issued USD 280 million through a private placement. The first tranche was repaid at its due date in
2013. The other tranches mature in 2015 and 2017, with an interest rate which varies between 7.19% and 7.66%. The carrying amount of this
private placement at 31 December 2013 amounted to EUR 121,760 thousand (EUR 211,422 thousand at 31 December 2012). Finally, the
debentures and bonds issued include EUR 68,918 thousand (EUR 57,719 thousand at 31 December 2012) relating to various additional bonds
with floating interest rates held by Leighton Holdings.
The detail, by maturity, of these debentures and bonds at 31 December 2013 is as follows:
Thousands of Euros
Current
2014
Debentures and bonds
600,462
Non-current
2015
2016
131,988
2018 and
subsequent
years
2017
-
600,560
1,887,368
Total noncurrent
2,619,916
The detail, by maturity, of these debentures and bonds at 31 December 2012 is as follows:
Thousands of Euros
Current
2013
Debentures and bonds
17.02.
157,670
Non-current
2014
225,598
2015
2017 and
subsequent
years
2016
136,152
-
1,122,074
Total noncurrent
1,483,824
Loans and credit facilities
The detail of the bank borrowings at 31 December 2013 and the repayment schedules are as follows:
Thousands of Euros
Current
Bank loans in euros
Foreign currency loans
Finance lease obligations
Total
Non-current
2016
2017
2018 and
subsequent
years
Total noncurrent
2014
2015
2,588,249
2,429,954
162,478
38,413
208,705
2,839,550
287,330
264,753
14,672
4,481
192,897
476,803
117,359
76,565
93,362
44,555
20,601
235,083
2,992,938
2,771,272
270,512
87,449
422,203
3,551,436
The detail of the bank borrowings at 31 December 2012 and the repayment schedules are as follows:
68
Thousands of Euros
Current
Bank loans in euros
Non-current
2013
2014
2015
2016
2017 and
subsequent
years
Total noncurrent
3,169,859
1,142,227
1,933,731
160,226
96,080
3,332,264
Foreign currency loans
434,317
259,847
13,520
18,273
41,399
333,039
Finance lease obligations
181,499
160,745
107,250
137,890
190,353
596,238
3,785,675
1,562,819
2,054,501
316,389
327,832
4,261,541
Total
The ACS Group's most significant bank loans are as follows:

The long-term financing from the investee Hochtief, A.G. amounted to EUR 708,375 thousand (EUR 1,148,816 thousand at 31 December
2012). The bank financing amount includes EUR 50,000 thousand of bilateral financing formalised at 13 December 2012 at a fixed interest
rate, initially maturing in four years. This heading also includes EUR 44,500 thousand for a five-year loan with an initial amount of EUR
120,600 thousand issued on 25 November 2011 and placed among Spanish and international banks. This loans bears interest tied to sixmonth Euribor plus a market spread. There is also a loan of EUR 240,000 thousand issued in 2010 in two tranches of EUR 59,500
thousand and EUR 180,500 thousand, respectively, with a maturity of five years and an interest rate tied to six-month Euribor plus a market
spread. Four loans issued by Hochtief in 2009 for an initial amount of EUR 300,000 thousand maturing between three and five years,
earning interest at fixed and floating rates, the principle of which amounted to EUR 30,000 thousand at 31 December 2013. Of the two
additional bank loans amounting to EUR 193,750 thousand from 2008, one with a nominal amount of EUR 154,750 thousand maturing in
five years, was paid upon its maturity in 2013, and the other for EUR 39,000 thousand maturing in seven years, bearing interest at sixmonth Euribor plus a market spread. An international syndicate of banks granted a five-year forward market credit facility which amounted
to EUR 1,500,000 thousand in a tranche for guarantees and EUR 500,000 thousand credit facility which at 31 December 2013 were unused
(EUR 200,000 thousand had been drawn down at 31 December 2012). In addition, there are bank loans amounting to EUR 117,981
thousand (EUR 326,794 thousand at 31 December 2012) arising from Leighton Holding.
In 2013 Leighton formalised syndicated bank loan amounting to EUR 765,800 thousand (AUD 1,000,000 thousand) maturing on 21 June
2016 which replaced a previous syndicated bank loan of AUD 600,000 thousand which matured in December 2013. At 31 December 2013,
no amount of this financing had been drawn down.

Also noteworthy is the financing obtained (and renewed before 31 December 2013) for the acquisition of Hochtief, A.G. shares for a
nominal amount of EUR 200,000 thousand maturing on 24 July 2015 and EUR 250,000 thousand maturing on 5 January 2015 through the
SPV Major Assets, S.L., both with an in rem guarantee secured by Hochtief, A.G. shares deposited therein, which at 31 December 2013,
amounted to 13,948,778.

On 9 February 2012 ACS, Actividades de Construcción y Servicios, S.A. entered into a contract with a syndicate of banks, comprised of 32
Spanish and foreign entities, for the refinancing of the syndicated loan which now matures in July 2015. At 31 December 2013 and 2012,
the amount arranged totalled EUR 1,430,300 thousand and was classified as non-current.

In May 2012 the Group renewed the syndicated loan with Urbaser for EUR 506,300 thousand maturing at 28 November 2014, which was
then reclassified as non-current at 31 December 2013.

The ACS Group held mortgage loans amounting to EUR 55,739 thousand at 31 December 2013 (EUR 59,261 thousand at 31 December
2012).

At 31 December 2013 the Group companies had been granted credit facilities with limits of 5,531,848 thousand (EUR 5,873,865 thousand
in 2012), of which the amount of EUR 3,066,426 thousand (EUR 2,149,665 thousand at 31 December 2012) were undrawn. These credit
facilities sufficiently cover all the Group's needs in relation to its short-term commitments.
At 31 December 2013, the current and non-current bank borrowings in foreign currency amounted to EUR 764,134 thousand (EUR 767,356
thousand in 2012), of which EUR 370,684 thousand were in US dollars (EUR 237,464 thousand in 2012), EUR 117,981 thousand were in
Australian dollars (EUR 326,794 thousand in 2012), EUR 77,978 thousand were in Canadian dollars (EUR 82,663 thousand in 2012), EUR
74,205 thousand were in Chilean pesos (EUR 36,006 thousand in 2012), EUR 46,837 thousand were in Brazilian reals (EUR 9,345 thousand in
2012), EUR 20,770 thousand were in Moroccan dirham (EUR 20,258 thousand in 2012), EUR 6,680 thousand were in Indian rupee, (EUR 9,406
thousand in 2012) EUR 11,009 thousand were in Polish zloty (EUR 5,154 thousand in 2012), EUR 3,311 thousand were in Argentine pesos
69
(EUR 5,760 thousand in 2012) and EUR 10,611 thousand were in Colombian pesos (EUR 174 thousand in 2012) and EUR 8,056 thousand were
in Venezuelan bolivars (EUR 14,903 thousand in 2012).
Foreign currency loans and credits are recognised at their equivalent euro value at each year-end, calculated at the exchange rates prevailing at
31 December (see Note 03.21).
In 2013 the Group's euro loans and credits bore average annual interest of 4.20% (3.63% in 2012). Foreign currency loans and credits bore
average annual interest of 5.44% (6.12% in 2012).
In accordance with its risk management policy and in order to reduce liquidity risk, the ACS Group attempts to achieve a reasonable balance
between non-current financing for the Group's strategic investments (above all, limited recourse financing as described in Note 18) and current
financing for the management of working capital. The effect of the changes in interest rates on finance costs are indicated in Note 21.
In 2013 and 2012 the ACS Group satisfactorily met its bank borrowing payment obligations on maturity. Additionally, up to the date of the
preparation of the consolidated financial statements, the Group had not failed to meet any of its financial obligations. Accordingly, at 31
December 2013, the ACS Group met all ratios required by its financing arrangement.
17.03. Finance lease obligations
The amounts payable under finance leases which are included under the heading "Bank borrowings, debt instruments and other marketable
securities" in the accompanying consolidated statement of financial position at 31 December 2013 and 2012, were as follows:
Thousands of Euros
2013
Present value of minimum lease payments
Unaccrued finance charges
Total amounts payable under finance leases
Within one
year
Between
two and
five years
More than
five years
Balance at
31/12/2013
117,359
214,483
20,600
15,041
14,711
2,885
32,637
132,400
229,194
23,485
385,079
352,442
Thousands of Euros
2012
Present value of minimum lease payments
Unaccrued finance charges
Total amounts payable under finance leases
Within one
year
181,499
Between
two and
five years
More than
five years
405,885
190,353
Balance at
31/12/2012
777,737
29,362
56,119
4,908
90,389
210,861
462,004
195,261
868,126
It is the Group's policy to lease certain of its fixtures and equipment under finance leases. Most of these leases were arranged by Leighton
Holding for its mining activity. The average lease term is three to four years. Interest rates are set at the contract date. All leases are on a fixed
repayment basis. The contingent rental payments were not material at 31 December 2013 or at 31 December 2012. The main change between
years relates to the creation by Leighton in the last quarter of 2013 of Fleetco, the company responsible for managing the fleet of mining activity
machinery, which after acquiring the assets from Leighton leases them back to Leighton under an operating lease agreement.
The Group's finance lease obligations are secured by the lessors' charges on the leased assets.
18.
Limited recourse financing of projects and debts
“Project finance and limited recourse borrowings” on the liability side of the statement of financial position includes, in addition to the financing for
the acquisition of Hochtief, A.G., the amount of the financing related to infrastructure projects.
The detail of the balance of this heading, by type of financed asset at 31 December 2013, is as follows:
70
Thousands of Euros
Current
Hochtief Aktiengesellschaft
Non-current
Total
13,479
558,929
572,408
Project financing
Waste treatment
12,030
243,546
255,576
181,711
23,072
204,783
Highways
7,932
124,113
132,045
Police station
4,277
55,461
59,738
Water management
2,009
19,164
21,173
Security
-
10,902
10,902
Photovoltaic plants
9
506
515
221,447
1,035,693
1,257,140
Property assets (Inventories)
The detail of the balance of this heading, by type of financed asset at 31 December 2012, was as follows:
Thousands of Euros
Current
Non-current
12,076
Total
589,631
601,707
239,353
117,340
356,693
12,147
173,243
185,390
Project financing
Property assets (Inventories)
Waste treatment
Highways
388
131,469
131,857
Police station
4,161
60,214
64,375
Water management
1,996
21,766
23,762
Energy transmission
-
9,655
9,655
8,446
-
8,446
8
529
537
278,575
1,103,847
1,382,422
Security
Photovoltaic plants
The detail, by maturity, of non-current financing at 31 December 2013 and 2012 is as follows:
Thousands of Euros
Maturity in
2015
2016
2017
2018 and
subsequent years
641,915
28,120
25,601
340,057
Total
1,035,693
Thousands of Euros
Maturity in
2014
2015
2016
2017 and
subsequent years
152,136
613,523
28,908
309,280
Total
1,103,847
Financing of the acquisition of Hochtief, A.G.
In relation to the initial package of Hochtief, A.G. share acquired in 2007, on 27 October 2011 Cariátide, S.A. entered into a refinancing
agreement with a bank syndicate for a nominal amount of EUR 602,000 thousand until 24 July 2015.
The main characteristics of the financing arrangement include the maintenance of a coverage ratio over the market value of the shares of
Hochtief, A.G. If this ratio were not to be met, the pledge on the acquired shares could be enforced. In the event that the aforementioned
coverage ratio is not maintained, ACS, Actividades de Construcción y Servicios, S.A. would be obligated to contribute additional funds.
At 31 December 2013, and at the date of the preparation of these financial statements, this coverage ratio stipulated in this agreement was
being met.
71
To cover the ratios required in the financing of Hochtief A.G., the Group contributed funds amounting to EUR 359 thousand at 31 December
2013 (EUR 90,957 thousand at 31 December 2012). These funds reduced the limited recourse financing and was recognised on the asset
sided of the statement of financial position under "Other current financial assets" (see Note 10.05).
Project financing
Project financing most notably includes that from Hochtief with regard to real estate assets (classified for accounting purposes as inventories
in the accompanying consolidated statement of financial position) obtained for the development of real estate assets, both of Hochtief, A.G.
and Leighton.
At 31 December 2013, other project financing most notably included that relating to Urbaser Limited. The purpose of the loan is to finance the
project for the construction and operation of the waste treatment plant in the county of Essex (United Kingdom).
The Group has arranged various interest rate hedges in connection with the aforementioned financing (see Note 22).
The average interest rate for this type of project financing amounted to an annual 5.32% in 2013 and 4.15% in 2012.
The debts relating to limited recourse financing are secured by non-current assets in projects and include clauses requiring that certain ratios
be complied with by the project and which were being met in all cases at 31 December 2013.
In 2013 and 2012 the ACS Group satisfactorily settled all its project financing debts with limited recourse on maturity. Additionally, up to the
date of the preparation of the consolidated financial statements, the Group had complied with all its financial obligations.
19.
The breakdown of the balances of this heading in the consolidated statements of financial position is as follows:
Thousands of Euros
Non-current
Non-bank borrowings at a reduced interest rate
Payable to associates
Current
Non-current
73,934
6,587
Current
52,338
6,620
348,497
19,485
304,405
4,475
Other
110,889
6,138
50,558
14,338
Total
204,308
317,130
107,371
369,455
At 31 December 2013, "Other financial liabilities" includes mainly "Payable to associates", which most notably includes the payment obligation in
relation to the various projects in the Asia Pacific division of Hochtief.
The "Non-bank borrowings at a reduced interest rate" are loans at reduced or zero interest rates granted by the Ministry of Industry, Commerce
and Tourism and dependent agencies. The effect of the financing at market interest rates would not be material.
20.
Provisions
The changes in non-current provisions in 2013 were as follows:
Thousands of Euros
NON-CURRENT
Reversals and amounts used
Increases due to the passing of time and the
effect of exchange rates on discount rates
Provision for
pensions and
similar
obligations
524,584
Provision for
third-party
liability
Provision for
taxes
18,517
Provisions for
actions on
infrastructure
Total
1,329,581
19,359
1,892,041
61,936
3,418
493,209
3,421
561,984
(111,036)
(5,249)
(462,369)
(985)
(579,639)
(26,179)
-
1,609
-
(24,570)
(22,166)
(211)
(32,478)
-
(54,855)
(18)
(2,543)
2,351
-
(210)
427,121
13,932
1,331,903
21,795
1,794,751
72
The Group companies recognise provisions on the liability side of the accompanying consolidated statement of financial position for present
obligations arising from past events which the companies consider will probably require an outflow of resources embodying economic benefits to
settle them on maturity. These provisions are recognised when the related obligation arises and the amount recognised is the best estimate at
the date of the accompanying consolidated financial statements of the present value of the future expenditure required to settle the obligation.
The change in the year relating to the discount to present value is recognised as interest cost in the consolidated income statement.
Following is detailed information on the Group's provisions, distributed into three large groups:
Provisions for pensions and similar obligations
On the one hand, defined benefit pension commitments were entered into by companies included in the group as a result of the merger by
absorption of Dragados Group in 2003. These commitments were externalised through collective life insurance contracts, in which investments
have been allocated whose flows coincide in time and amounts with the amounts and payment timetable of the insured benefits. Based on the
valuation made, the amounts required to meet the commitments to current and retired employees amounted to EUR 14,417 thousand at 31
December 2013 (EUR 19,643 thousand at 31 December 2012) and EUR 191,761 thousand at 31 December 2012 (EUR 193,162 thousand in
2012), respectively. The actuarial assumptions used in the 2013 and 2012 valuations detailed above, are as follows:
Annual rate of increase of maximum social security pension deficit
2.00%
Annual wage increase
2.35%
Annual CPI growth rate
Mortality table (*)
2.00%
PERM/F-2000 P
(*) Guaranteed assumptions which will not vary.
The interest rates applied since the pension obligations were externalised ranged from a maximum of 5.93% to a minimum 3.02%. The interest
rate applied was 3.66% in 2013 and 4.90% in 2012.
The aforementioned amounts relating to pension obligations recognised under "Staff costs" in the consolidated income statement for 2013, gave
rise to income of EUR 113 thousand in 2013 (EUR 49 thousand of expense in 2012). The income is a result of the rebate received by the Parent
from the insurance company due mainly to certain insured persons reaching the age envisaged in the actuarial calculations without having
retired.
Additionally, ACS, Actividades de Construcción y Servicios, S.A. and other Group companies have alternative pension system obligations to
certain members of the management team and Board of Directors of the Parent. These obligations have been formalised through several group
savings insurance policies which provide benefits in the form of a lump sum, which represented a contribution in 2013 of EUR 3,669 thousand
and was recognised under "Staff costs" in the consolidated statement of financial position. In 2012 the contribution in this connection amounted
to EUR 3,757 thousand. The portion relating to the Parent's directors who performed executive duties in 2013 amounted to EUR 1,805 thousand
(EUR 1,811 thousand in 2012) (see Note 34).
Except as indicated above, in general, the Spanish Group companies have not established any pension plans to supplement the social security
pension benefits. However, pursuant to the Consolidated Pension Fund and Plan Law, in the specific cases in which similar obligations exist, the
companies externalise their pension and other similar obligations to employees. The Group has no liability in this connection.
Some of the Group's foreign companies are obligated to supplement the retirement benefit and other similar obligations to its employees,
including those from the Hochtief Group. The accrued obligations and, where appropriate, the related plan assets were measured by
independent actuarial experts using generally accepted actuarial methods and techniques and the related amounts are recognised under “Noncurrent provisions – Provisions for pensions and similar obligations” in the accompanying consolidated statement of financial position, in
accordance with IFRSs.
Defined benefit plans
Under defined benefit plans, the Company’s obligation is to provide agreed benefits to current and former employees. The main pension
obligations in Germany consist of direct commitments under the current 2000+ pension plan and deferred compensation plans. The 2000+ plan
in force since 1 January 2000 consists of a basic pension in the form of a modular defined contribution plan and a supplementary pension linked
to company performance. The size of the basic pension component depends on employee income and age (resulting in an annuity conversion
factor) and a general pension contribution reviewed by Hochtief, A.G. every three years. The size of the supplementary pension component
depends on growth in IFRS-basis profit after taxes. The basic pension can be supplemented in this way by up to 20%. The pension amount at
retirement is the sum total of the pension components vested each year. The pension arrangements in force until 31 December 1999 featured
benefit groups based on collective agreements. These legacy benefits were frozen and integrated into the new system of retirement benefits. In
this way, the impact of salary increases was largely eliminated. In isolated instances, length-of-service and final salary pension arrangements are
still in existence for executive staff, although except at Executive Board level such arrangements have no longer been offered since 1995.
73
Benefits comprise an old-age pension, an invalidity pension, and a surviving dependants’ pension, and in almost all cases are granted as a
lifelong annuity.
Up to 31 December 2013, employees in Germany additionally had the option of deferred compensation in a company pension plan. The deferred
compensation was invested in selected investment funds. The pension amount is based on the present value of acquired fund units at retirement,
subject to a minimum of the deferred compensation amount plus an increment that is guaranteed by Hochtief, A.G. and ranges from 3.50% down
to 1.75% p.a. There is a choice at retirement between a lump sum payment and an annuity for five or six years.
Outside of Germany, there are defined benefit plans at Turner in the USA and Hochtief UK in the United Kingdom. The plan at Turner was frozen
as of 31 December 2003, and no new entitlements can be earned under it. Benefits comprise an old-age pension, an invalidity pension, and a
surviving dependants’ pension. There is a choice at retirement between a lifelong annuity and a lump sum payment. Commitments at Turner also
include post-employment benefits in the form of medical care for pensioners. Hochtief UK has a length-of-service, final salary pension plan. For
each year of service, 1/75th of the eligible final salary is granted as a monthly pension. Benefits comprise an old-age pension, an invalidity
pension, and a surviving dependants’ pension.
Defined benefit obligations in the Hochtief Group were made up as follows as of 31 December 2013:
Thousands of Euros
Germany
USA
UK
Active Members
131,025
76,456
8,495
Final salary
[16,973]
-
[8,495]
[114,052]
[76,456]
-
Vested benefits
Not final salary
129,228
48,555
12,012
Current benefits payments
459,716
77,728
12,943
82
38,909
-
720,051
241,648
33,450
Similar obligations
Total
Duration in years (weighted)
13.1
8.1
22.0
Plan assets
There are no statutory or regulatory minimum funding requirements for pension plans in Germany. Domestic pension obligations are largely
funded, with a small portion financed through accounting provisions. The funded plans take the form of a contractual trust arrangement (CTA).
The transferred assets are administered in trust by Hochtief Pension Trust e. V. and serve exclusively to fund pension obligations. The
transferred cash is invested in the capital market in accordance with investment principles set out in the trust agreement. The investment
guidelines and decisions are based on the findings of an asset liability matching (ALM) study compiled by outside specialists at regular intervals
of three to five years. This uses Monte Carlo simulation to model the development of the pension liabilities and other key economic factors over a
very long forward horizon and in numerous combinations. Based on the ALM study, a range of criteria are then applied to determine the optimum
asset allocation in order to ensure that pension liabilities can be met in the long term. To assure an optimum conservative risk structure, we have
also established risk overlay management using the services of a professional external overlay manager who is given a fixed risk budget and
works fully autonomously in a clearly structured risk overlay management process. Hochtief aims to ensure full funding of pension obligations and
to fund new vested benefits on the basis of current service cost annually or at least on a timely basis. The companies pay in additional amounts
from time to time in the event of any shortfall. Pension commitments in Germany in excess of the contribution assessment ceiling applied in the
statutory pension insurance scheme are additionally covered using pension liability insurance. Pension liabilities from deferred employee
compensation are funded by the purchase of retail fund units. Funding of the obligations served by Hochtief Pension Trust e.V. as of 31
December 2013 is about 71%; the figure for Germany as a whole is about 75%. It should be noted in this connection that the size of pension
obligations has increased significantly in recent years due to the low level of market interest rates and that the funding ratio will go up again when
interest rates recover.
The frozen defined benefit obligations in the Turner Group are likewise managed in a pension fund. Plan assets are administered in trust by BNY
Mellon and serve exclusively to fund the plan. The trust’s independence is reviewed annually and attested to by auditors. Investment decisions
are not made by the trust but by a special committee. The investment of plan assets is based on a regularly compiled ALM study. The investment
objectives are to maximize the funding ratio and reduce volatility in the funding ratio. With the pension obligations fully funded, high-risk
investments in equities are to be reduced in favour of fixed-interest bonds. These ideally perform in line with plan liabilities, thus ensuring full
funding. There is no statutory minimum funding requirement, but low funding levels result in higher contributions to the Pension Benefit
Guarantee Corporation, hence maximum funding is aimed for. The funding of obligations covered by plan assets at Turner as of 31 December
2013 is about 96%; funding at Turner overall is about 80%. Funding of plan assets at Hochtief UK is likewise on a trust basis. Statutory minimum
funding requirements apply. If funding is insufficient to make up a funding shortfall, an additional restructuring plan is drawn up. Plan funding is
reviewed at least once every three years. Funding of pension obligations at Hochtief UK is about 86%.
Defined benefit obligations are covered by plan assets as follows:
74
Coverage of defined benefit obligations by plan assets
Thousands of Euros
31/12/2013
Defined benefit
obligation
Uncovered by plan assets
31/12/2012
Defined benefit
obligation
Plan assets
Plan assets
44,707
-
54,348
-
Partially covered by plan assets
894,256
696,492
983,169
727,870
Incompletely covered by plan assets
938,963
696,492
1,037,517
727,870
56,186
66,482
55,872
63,687
995,149
762,974
1,093,389
791,557
Fully covered by plan assets
Total
Actuarial assumptions
The size of pension provisions is determined on an actuarial basis. This necessarily involves estimates. Specifically, the actuarial assumptions
used are as follows:
Per cent
2013
2012
Germany
USA
UK
Germany
USA
3.50
3.25
2.00
-
4.65
5.00
4.60
2.20
4.52
-
3.50
3.00
2.00
-
3.45
5.00
Discount factor *
Salary increases
Pension increases *
Health cost increases
* weighted average
The discount factors are derived from the Mercer Pension Discount Yield Curve (MPDYC) model, taking into account the company-specific
duration of pension liabilities. Salary and pension increases ceased to be taken into account in the USA (Turner Group) in 2004 due to the
changeover in pension arrangements. Biometric mortality assumptions are based on published country-specific statistics and experience.
Domestically, they are determined using the Prof. Dr. Klaus Heubeck 2005 G tables. Turner uses the RP-2000 Mortality Table for employees and
Hochtief UK uses the S1PxA CMI_2013 [1%] year of birth mortality tables.
Changes in the present value of defined benefit obligations and of the market value of plan assets are as follows:
Changes in the present value of defined benefit obligations
Thousands of Euros
Germany
Defined benefit obligations at start of year
2013
2012
Other
countries
Other
countries
Total
Germany
Total
817,209
279,475
1,096,684
681,292
261,935
943,227
9,841
2,089
11,930
8,641
1,632
10,273
Past service cost
813
-
813
1,599
-
1,599
Interest expense
27,032
10,642
37,674
31,070
10,889
41,959
Current service cost
Remeasurements
Actuarial gains / (losses) arising from changes in demographic assumptions
Actuarial gains / (losses) arising from changes in financial assumptions
Actuarial gains / (losses) arising from changes in experience adjustments
Benefits paid from Company assets
Benefits paid from fund assets
Employee contributions
Effect of transfers
Consolidation changes
Currency adjustments
Defined benefit obligation at end of year
Reclassification as liabilities associated with assets held for sale
Defined benefit obligation at end of year after reclassification
-
3,963
3,963
-
(577)
(577)
265
(26,806)
(26,541)
136,633
23,508
160,141
3,882
131
4,013
(7,087)
2,354
(4,733)
(594)
(2,103)
(2,697)
(726)
(1,957)
(2,683)
(36,721)
(13,030)
(49,751)
(35,860)
(12,794)
(48,654)
842
189
1,031
1,599
-
1,599
(120)
-
(120)
(98)
-
(98)
(102,398)
31,069
(71,329)
146
-
146
-
(10,521)
(10,521)
-
(5,515)
(5,515)
720,051
275,098
995,149
817,209
279,475
1,096,684
-
-
-
(3,295)
-
(3,295)
720,051
275,098
995,149
813,914
279,475
1,093,389
75
Changes in the market value of plan assets
Thousands of Euros
2013
Germany
Plan assets at start of year
Interest on plan assets
Plan expenses paid from plan assets recognized in profit or loss
2012 ( * )
Other
countries
Total
Germany
Other
countries
Total
602,115
191,612
793,727
589,549
180,799
770,348
20,471
7,374
27,845
28,029
7,543
35,572
-
(927)
(927)
-
-
-
(4,279)
17,840
13,561
16,250
15,477
31,727
Remeasurements
Return on plan assets not included in net interest expense/income
-
(11)
(11)
-
-
-
Employer contributions
Difference between plan expenses expected and recognized in profit or loss
48,046
717
48,763
2,503
4,372
6,875
Employee contributions
842
189
1,031
1,599
-
1,599
(8)
-
(8)
(8)
-
(8)
Benefits paid
(36,721)
(13,030)
(49,751)
(35,860)
(12,794)
(48,654)
Consolidation changes
(89,633)
26,490
(63,143)
53
-
53
-
(8,113)
(8,113)
-
(3,785)
(3,785)
540,833
222,141
762,974
602,115
191,612
793,727
-
-
-
(2,170)
-
(2,170)
540,833
222,141
762,974
599,945
191,612
791,557
Effect of transfers
Currency adjustments
Plan assets at end of year
Reclassification as liabilities associated with assets held for sale
Plan assets at end of year after reclassification
( * ) Restated for IAS 19.
Investing plan assets to cover future pension obligations generated actual returns of EUR 41,406 thousand in 2013 (2012: EUR 67,299
thousand).
The pension provisions are determined as follows:
Reconciliation of pension obligations to provisions for pensions and similar obligations
Thousands of Euros
31/12/2013
31/12/2012
Defined benefit obligations
995,149
1,093,389
Less plan assets
762,974
791,557
Funding status
232,175
301,832
Adjustments arising from limit in IAS 19.58
Assets from overfunded pension plans
Provision for pensions and similar obligations
-
-
10,296
7,815
242,471
309,647
The fair value of plan assets is divided among asset classes as follows:
76
Composition of plan assets 31 Dec. 2013:
Thousands of Euros
Fair value
Not quoted in
an active
market
Quoted in an
active market
Total
%
Stock
U.S. equities
46,595
-
46,595
6.11
European equities
88,720
18,616
107,336
14.07
Emerging market equities
48,679
-
48,679
6.38
Other equities
16,231
-
16,231
2.13
-
-
-
-
118,979
-
118,979
15.59
39,442
-
39,442
5.17
169,035
11,822
180,857
23.70
-
-
-
-
Bonds
U.S. government bonds
European government bonds
Emerging market government bonds
Corporate bonds
Other bonds
Investment funds
43,505
-
43,505
5.70
Real estate
-
33,391
33,391
4.38
Insurance policies
-
73,792
73,792
9.67
Commodities
38,342
-
38,342
5.03
Cash
15,606
-
15,606
2.04
Other
115
104
219
0.03
Total
625,249
137,725
762,974
100.00
Composition of plan assets 31 Dec. 2012:
Thousands of Euros
Fair value
Listed on active
markets
Not listed on active
markets
Total
%
Stock
U.S. equities
64,706
-
64,706
8.17
European equities
91,080
18,616
109,696
13.86
Emerging market equities
28,196
-
28,196
3.56
Other equities
23,513
-
23,513
2.97
18,889
-
18,889
2.39
185,317
-
185,317
23.41
Bonds
U.S. government bonds
European government bonds
Emerging market government bonds
36,239
-
36,239
4.58
118,566
11,199
129,765
16.39
Other bonds
17,859
-
17,859
2.26
Investment funds
32,460
-
32,460
4.10
Real estate
-
32,681
32,681
4.13
Insurance policies
-
63,196
63,196
7.98
Corporate bonds
Commodities
29,310
-
29,310
3.70
Cash
13,815
-
13,815
1.75
Other
166
5,749
5,915
0.75
Total
660,116
131,441
791,557
100.00
As of 31 December 2013, anticipated pension payments for future years are as follows:
Due in 2014
Thousands
of Euros
55,884
Due in 2015
56,867
Due in 2016
57,862
Due in 2017
58,530
Due in 2018
Due in 2019 to 2023
59,356
290,967
77
Pension expense under defined benefit plans is made up as follows:
Thousands of Euros
2013
Germany
9,841
2,089
813
-
10,654
2,089
Current service cost
Past service cost
Total personnel expense
Interest expense for accrued benefit obligations
Return on plan assets
2012 ( * )
Other
countries
Germany
Other
countries
11,930
8,641
1,632
813
1,599
-
1,599
12,743
10,240
1,632
11,872
Total
Total
10,273
27,032
10,642
37,674
31,070
10,889
41,959
(20,471)
(7,374)
(27,845)
(28,029)
(7,543)
(35,572)
6,561
3,268
9,829
3,041
3,346
6,387
-
927
927
-
-
-
17,215
6,284
23,499
13,281
4,978
18,259
Net interest expense / income (net investment and interest income)
Plan expenses paid from plan assets recognized in profit or loss
Total amount recognized in profit or loss
( * ) Restated for IAS 19.
In addition to the expenses recognized in profit or loss, the Consolidated Statement of Comprehensive Income includes EUR 62,585 thousand in
actuarial gains recognized in 2013 before deferred taxes and after consolidation changes and exchange rate adjustments (2012: EUR 123,104
thousand* actuarial losses). Before deferred taxes, the cumulative amount of actuarial losses is EUR 313,815 thousand (2012: EUR 376,400
thousand).
The Turner Group’s obligations to meet healthcare costs for retired staff are included in pension provisions due to their pension-like nature. The
defined benefit obligation as of 31 December 2013 came to EUR 38,909 thousand (2012: EUR 45,028 thousand). Healthcare costs accounted for
EUR 1,838 thousand (2012: EUR 1,569 thousand) of the current service cost and EUR 1,614 thousand (2012: EUR 1,692 thousand) of the
interest expense.
Sensitivity analysis
Pension obligations in the Hochtief Group are subject to various risks. The main risks result from general changes in interest and inflation rates;
there is no unusual risk inherent in the pension obligations.
One major risk is interest rate risk. For defined benefit plans, (notional) contributions are calculated into benefits using a table of fixed interest
rates, independent of the current market interest rate. Hochtief thus bears the risk of general capital market interest rate changes with regard to
the determination of benefits. Pension obligations have increased significantly in recent years due to the generally low level of capital market
interest rates. The correspondingly large impact is due to the relatively long term of the obligations.
There is also inflation risk. By law, company pensions in Germany must be raised level with the inflation rate at least every three years. German
company pensions under the 2000+ plan rise at a fixed 1% p.a., hence only older pension commitments are subject to inflation risk in the pension
phase. Turner plans are free from inflation risk as the main defined benefit plan was frozen and no more adjustments to the company pension are
made.
In addition, there is longevity risk. The granting of lifelong pensions means that Hochtief bears the risk of pensioners living longer than actuarial
calculations predict. This risk normally cancels out collectively across all pension plan members and only comes into play if general longevity is
longer than expected.
The impact of the stated risks on the defined benefit obligations under a corresponding change in actuarial assumptions is shown in the
sensitivity analysis that follows.
Impact on the defined benefit obligation
Thousands of Euros
31/12/2013
Germany
Increase
Discount rate +0.50% / -0.50%
Discount rate +1.00% / -1.00%
Salary increases +0.50% / -0.50%
Pension increases +0.25% / -0.25%
Medical costs +1.00% / -1.00%
Life expectancy +1 year
(43,509)
(83,023)
557
16,324
28,164
Other countries
Decrease
49,666
104,909
(438)
(15,565)
N. p.
Increase
(12,732)
(25,066)
369
818
2
5,605
Decrease
13,193
26,912
(342)
(638)
(3)
N. p.
Total
Increase
(56,241)
(108,089)
926
17,142
2
33,769
Decrease
62,859
131,821
(780)
(16,203)
(3)
N. p.
78
Defined contribution plans
Under defined contribution plans, the Company pays into a state or private pension fund voluntarily or in accordance with statutory or contractual
stipulations. It has no obligation to pay further contributions.
There are defined contribution plans at Turner, Flatiron, and E.E. Cruz in the USA as well as at Leighton in Australia. Turner changed over from
defined benefit to defined contribution plans with effect from 1 January 2004. Depending on length of service and salary level, between 3% and
6% of an employee’s salary is paid into an external fund. In addition, Turner employees have an option to pay up to 25% of their salaries into an
investment fund as part of a 401 (k) plan. Turner tops up the first 5% of the deferred compensation by up to 100% depending on length of
service. Employees can join the plan after three years’ service. Tax relief is granted on payments into the fund; the investment risk is borne by
employees. The defined contribution plans at Flatiron and E.E. Cruz are likewise 401 (k) plans. All non-union employees are entitled. Flatiron
pays a contribution in the amount of 6.0% of the wage or salary, while E.E. Cruz doubles one-third of employee contributions, in each case up to
the statutory maximum. In Australia, since 1 July 2013 Leighton has paid 9.25% (previously 9.0%) of the wage and salary total into the statutory
pension (superannuation) scheme. The contribution rate is expected to rise incrementally up to 12.0% by 2021. Employees have a choice of
investment funds and bear the investment risk. They are able to pay top-up contributions on a voluntary basis. Tax relief is granted on top-up
contributions.
EUR 293,045 thousand was paid into defined contribution plans in 2013 (2012: EUR 323,187 thousand), mostly in the Leighton Group (EUR
260,134 thousand; 2012: EUR 290,108 thousand) and the Turner Group (EUR 29,572 thousand; 2012: EUR 28,502 thousand). An additional
EUR 86,617 thousand was paid into state pension schemes in 2013 (2012: EUR 83,834 thousand). Costs of defined contribution plans are
reported as part of personnel expenses.
Provisions for taxes
Non-current provisions include the amounts estimated by the Group to settle claims brought in connection with the payment of various taxes,
levies and local taxes, mainly property tax and other possible contingencies, as well as the estimated consideration required to settle probable or
certain liabilities and outstanding obligations for which the exact amount of the corresponding payment cannot be determined or for which the
actual settlement date is not known, since they are contingent upon meeting certain terms and conditions. These provisions have been provided
in accordance with the specific analysis of the probability that the related tax contingency or challenge, might be contrary to the interests of the
ACS Group, under the consideration of the country in which it has its origin, and in accordance with the tax rates in this country. Since the timing
for these provisions is dependent on certain facts, in some cases associated with the decisions handed down by the courts or similar bodies, the
Group does not update these provisions given the uncertainty of the exact time in which the related risk may arise or disappear.
Provisions for third-party liability
These relate mainly to the following:
Provisions for litigation
These provisions cover the risks arising from ACS Group companies which are party to certain legal proceedings due to the liability inherent to
the activities carried on by them. The lawsuits, although numerous, represent scantly material amounts when considered individually based on
the size of the ACS Group. Period charges to these provisions are made based on an analysis of the lawsuits or claims in progress, according to
the reports prepared by the legal advisers of the ACS Group. As in the case of provisions for taxes, these amounts are not updated to the extent
that the time at which the risk arises or disappears depends on circumstances linked to judgements or arbitration and it is impossible to
determine the date on which they will be resolved. Additionally, these provisions are not derecognised until the judgements handed down are
final and payment is made, or there is no doubt as to the disappearance of the associated risk.
Environmental Provisions
The ACS Group has an environmental policy goes beyond strict compliance with current legislation in the area of environmental improvement
and protection to include the establishment of preventative planning and the analysis and minimisation of the environmental impact of the
activities carried on by the Group. These provisions are made to cover any likely environmental risks which might arise.
Guarantees and contractual and legal obligations
This heading includes the provisions to cover the expenses relating to obligations arising from contractual and legal obligations which are not of
an environmental nature. A significant portion of these provisions is made by increasing the value of those assets related to the obligations in
relation to administrative concession, whose effect on profit or loss occurs when the asset is depreciated in accordance with depreciation rates.
Additionally, it includes provisions for motorway concession companies, in relation to the costs of future expropriations borne by the concession
companies in accordance with agreements with the grantors, as well as the current value of the investments made in concession contracts,
according to the respective financial economic models.
79
Period charges to these provisions are generally mainly made to cover the costs of sealing and post-closing maintenance, as well as amounts
associated with motorway concession contracts and other activities undertaken in the form of a concession. The additions for the year relate
mainly to companies which have initiated their activity and assume the contractual obligation of sealing or replacement. The uses and reversals
of such provisions arise from the sealing of different vessels associated with waste treatment companies in the Group, in addition to the payment
of amounts associated with the expropriation of land on which there are real estate assets.
Such provisions are made when the associated commitments arise, the timing of their use being conditional in the case of waste treatment, on the
number of tonnes treated and the fill rate of the different vessels, and in the case of concessions or other activities, on the use of the infrastructure
and/or its wear. Timing is analysed according to the financial and economic model of each concession, considering related historical information in
order to adjust for possible deviations that might arise in the payment schedule set for these models.
At 31 December 2013, the breakdown of provisions for third-party liabilities, by line of business, is as follows:
Line of Business
Thousands of Euros
Construction
647,866
Industrial Services
124,891
Environment
168,483
Corporate unit
390,663
Total
1,331,903
The most significant provisions in the Construction area relate to the Hochtief Group, for which period provisions were made at 31 December 2013
amounting to EUR 321,396 thousand (EUR 309,835 thousand at 31 December 2012) for employee obligations and claims. In addition to these
amounts, as a result of the liabilities assumed due to the full consolidation of Hochtief, provisions were made to cover risks associated with certain
investments and other liabilities of this group (see Note 10.02). Lastly, the provisions under Corporation at 31 December 2013 cover the risks
associated with domestic activity and related to the contingent liabilities indicated in Note 36.
The changes in current provisions in 2013 were as follows:
Thousands of Euros
CURRENT
Provision for
termination
benefits
Provision for
contract work
completion
Operating
allowance
Total
12,906
100,525
1,100,182
1,213,613
6,698
9,992
703,235
719,925
Amounts used
(5,967)
(40,279)
(589,124)
(635,370)
Reversals
(2,030)
(1,325)
(114,338)
(117,693)
(1,668)
(820)
(79,273)
(81,761)
878
1,773
1,046
3,697
10,817
69,866
1,021,728
1,102,411
Provisions for project completion relate to the losses budgeted or estimated during execution of the projects and for the expenses arising from
such projects from the date of their completion to the date of their definitive settlement, which are determined systematically as a percentage of
the value of production over the term of the project based on experience in the construction business.
21.
Financial risk and capital management
In view of its activities, the ACS Group is exposed to various financial risks, mainly arising from the ordinary course of its operations, the
borrowings to finance its operating activities, and its investments in companies with functional currencies other than the euro. The financial risks
to which the operating units are subject include mainly interest rate, foreign currency, liquidity and credit risk.
Cash flow interest rate risk
This risk arises from changes in future cash flows relating to borrowings bearing interest at floating rates (or with current maturity and likely
renewal) as a result of fluctuations in market interest rates.
The objective of the management of this risk is to mitigate the impact on the cost of the debt arising from fluctuations in interest rates. For this
purpose, financial derivatives which guarantee fixed interest rates or rates with caps and floors are arranged for a substantial portion of the
borrowings that may be affected by this risk (see Note 22).
80
The sensitivity of the ACS Group’s profit and equity to changes in interest rates, taking into account its existing hedging instruments and fixed
rate financing, is as follows:
Year
Increase /
Decrease in the
interest rate
(basic points)
2013
2012
Thousands of Euros
Effect on profit or
loss
Effect on equity
(prior to tax)
(after tax)
50
(2,517)
114,643
-50
2,517
(114,643)
50
(2,721)
91,557
-50
2,721
(91,557)
Foreign currency risk
The foreign currency risk arises mainly from the foreign operations of the ACS Group which makes investments and carries out business
transactions in functional currencies other than the euro, and from loans granted to Group companies in currencies other than those of the
countries in which they are located.
To hedge the risk inherent to structural investments in foreign operations with a functional currency other than the euro, the Group endeavours to
make these investments in the same functional currency as the assets being financed.
For the hedging of net positions in currencies other than the euro in the performance of contracts in force and contracts in the backlog, the Group
uses various financial instruments for the purpose of mitigating exposure to foreign currency risk (see Note 22).
The sensitivity analysis shown below reflects the potential effect on the ACS Group, both on equity and on the consolidated income statement, of
a five per cent fluctuation in the most significant currencies in comparison with the functional currency of each Group company, based on the
situation at the end of the reporting period.
Effect on profit or loss before tax
Thousands of Euros
2013
2012
Functional currency
Currency
5%
-5%
5%
-5%
EUR
USD
14.7
-15.9
5.8
-5.7
AUD
USD
6.8
-6.8
5.2
-5.2
EUR
MAD
3.4
-3.4
-0.1
0.1
QAR
EUR
3.1
-3.1
2.1
-2.1
EUR
RON
-2.8
2.8
-1.8
1.8
EUR
PLN
2.4
-2.4
0.4
-0.4
Effect on equity before tax
Thousands of Euros
2013
2012
Functional currency
Currency
5%
-5%
5%
-5%
EUR
USD
29.0
-29.0
29.1
-29.0
EUR
BRL
7.6
-7.6
10.4
-10.4
EUR
DZD
7.1
-7.1
7.6
-7.6
EUR
PEN
3.7
-3.7
2.5
-2.5
EUR
ARS
3.3
-3.3
2.0
-2.0
Following is the breakdown of the major foreign currencies of the financial assets and liabilities of the ACS Group:
81
At 31 December 2013
Thousands of Euros
US Dollar
(USD)
Marketable securities (portfolio of short- and
long-term investments)
Brazilian
Real (BRL)
Moroccan
Dirham
(MAD)
Chilean
Peso (CLP)
Mexican
Peso
(MXP)
Australian
Dollar
(AUD)
Other
currencies
Balance at
31/12/2013
243,615
-
-
1,597
13,590
-
3,679
262,481
12,462
3,142
-
1,326
-
415,806
10
432,746
Other loans
108,764
4,684
-
2,476
1,038
47,947
17,639
182,548
Bank borrowings (non-current)
175,468
881
-
63,016
133,153
995,676
114,662
1,482,856
36,998
36,208
15,290
30,227
20,949
382,207
80,045
601,924
Australian
Dollar
(AUD)
Other
currencies
Balance at
31/12/2012
Loans to associates
Bank borrowings (current)
At 31 December 2012
Thousands of Euros
US Dollar
(USD)
Marketable securities (portfolio of short- and
long-term investments)
Loans to associates
Other loans
Bank borrowings (non-current)
Bank borrowings (current)
Brazilian
Real (BRL)
Moroccan
Dirham
(MAD)
Chilean
Peso (CLP)
Mexican
Peso
(MXP)
223,724
312
-
1,671
-
657
1,833
228,197
14,121
8,493
-
9,748
-
410,170
244
442,776
123,341
-
215
662
18
76,646
8,612
209,494
98,614
19
-
-
827
1,672,559
3,820
1,775,839
119,111
33
14,902
45,753
5,927
499,011
52,661
737,398
Liquidity risk
This risk arises from the timing differences between borrowing requirements for business investment commitments, debt maturities, working
capital requirements, etc. and the funds obtained from the conduct of the Group's ordinary operations, different forms of bank financing, capital
market transactions and divestments.
The current financial market environment is marked by the general downturn of credit. The ACS Group has a policy for the proactive
management of liquidity risk through the comprehensive monitoring of cash and anticipation of the expiration of financial operations. The Group
also manages liquidity risk through the efficient management of investments and working capital and the arrangement of lines of long-term
financing.
The Group's objective with respect to the management of liquidity risk to maintain a balance between the flexibility, term and conditions of the
credit facilities arranged on the basis of projected short-, medium-, and long-term fund requirements. In this connection, noteworthy is the use of
limited recourse financing of projects and debts as described in Note 18, and current financing for working capital requirements.
In this connection, in 2013, certain transactions were carried out which significantly reduced the liquidity risk of the ACS Group. Noteworthy were
the following:

The issue of a Hochtief, A.G. corporate bond amounting to EUR 750 million maturing at seven years mentioned in Note 17.

The new syndicated financing entered into by Leighton until 2016 amounting to AUD 1,000 million mentioned in Note 17, of which nothing
has been drawn down at 31 December 2013.

The issue of a bond exchangeable for Iberdrola shares amounting to EUR 721 million mentioned in Note 17.

The sale carried out and collected on the assets related to telecommunications in Leighton, the airports of Hochtief and the facility
management business, which considerably increased the Group's liquidity (see Note 03.09).

The issue of the Euro Commercial Paper (ECP) programme mentioned in Note 17 and renewed in 2014 (see Note 32).

The monetisation of Iberdrola's call spread and put spread mentioned in Note 10.01. The amount of the collateral associated with this
operation is set based on Iberdrola's quoted price, the maximum amount of which is the monetised amount.

The sale of the treasury shares carried out in January mentioned in Note 15.04.
These refinancing transactions improved the liquidity of the ACS Group's operations.
Lastly, it should be noted in relation to this risk that as a precautionary measure, at its General Meeting of Shareholders held in 2009 and for a
period of five years the ACS Group authorised the Board of Directors of ACS, Actividades de Construcción y Servicios, S.A. to increase the share
capital, as well as the issuance of debt securities, simple, exchangeable or convertible, etc. as detailed in Note 15.01.
At its Annual General Meeting held in 2011, the shareholders of the Hochtief Group also took measures to allow for an increase in capital.
82
Credit risk
This risk mainly relates to the non-payment of trade receivables. The objective of credit risk management is to reduce the impact of credit risk
exposure as far as possible by means of the preventive assessment of the solvency rating of the Group's potential clients. When contracts are
being performed, the credit rating of the outstanding amounts receivable is periodically evaluated and the estimated recoverable doubtful
receivables are adjusted and written down with a charge profit and loss for the year. The credit risk has historically been very limited.
Additionally, the ACS Group is exposed to the risk of breach by its counterparties in transactions involving financial derivatives and cash
placement. The Corporate management of the ACS Group establishes counterparty selection criteria based on the quality of credit of the
financial institutions which translates into a portfolio of entities of high quality and solvency. In this regard, there were no significant payment
defaults in 2013 or 2012.
Exposure to publicly traded share price risk
The ACS Group is exposed to risks relating to the performance of the share price of listed companies.
This exposure relates to derivative agreements which are related to remuneration systems linked to the performance of the ACS share price (see
Note 22). These equity swaps eliminate the uncertainty regarding the exercise price of the remuneration systems, however, since the derivatives
do not qualify for hedge accounting, their market value has an effect on the consolidated income statement (positive in the case of an increase in
share price and negative if this is not the case).
With regard to the exposure to price fluctuations of the shares of Abertis, Hochtief, Iberdrola and ACS itself, in 2012 this risk with Abertis shares
disappeared when the shares were sold and the exposure to this risk with Iberdrola was reduced as a result of the partial divestment indicated in
Note 10.01 and the other transactions mentioned in said Note. In the case of Hochtief, the exposure is mainly focused on the possible risk of
impairment that fluctuations in the price of Hochtief shares entail (see Notes 04.01, 18 and 28.03) and the contribution of funds from the loan
from Cariátide, S.A. y Major Assets, S.L.
It should be indicated that changes in the price of the shares of listed companies, with regard to which the ACS Group has derivative instruments,
financial investments, etc., will have an impact on the income statement thereof.
Capital management
The objectives of capital management at the ACS Group are to maintain an optimum financial and net worth structure to reduce the cost of
capital and at the same time to safeguard the Group's ability to continue to operate with sufficiently sound debt/equity ratios.
The capital structure is controlled mainly through the debt/equity ratio, calculated as net financial debt divided by equity.Net financial debt is taken
to be:
+ Net debt with recourse:
+ Non-current bank borrowings
+ Current bank borrowings
+ Issue of bonds and debentures
- Cash and other current financial assets
+ Project financing debt.
The Group’s directors consider that the gearing ratio at 31 December 2013 and 2012 was adequate, the detail being as follows:
Thousands of Euros
31/12/2013
Net recourse debt
31/12/2012
2,977,539
3,569,529
Non-current bank borrowings
3,551,436
4,261,541
Current bank borrowings
2,992,938
3,785,675
Issue of bonds and debentures
3,220,378
1,641,494
Long term deposits, other current financial assets and cash
521,438
476,826
(7,308,651)
(6,596,007)
Project financing
1,257,140
1,382,422
Equity
5,488,908
5,711,508
Leverage
77%
87%
Leverage to net recourse debt
54%
62%
83
Estimate of fair value
The breakdown at 31 December 2013 and 2012 of the ACS Group's assets and liabilities measured at fair value according to the hierarchy levels
mentioned in Note 03.08.06 is as follows:
Thousands of Euros
Value at
31/12/2013
Level 1
Level 2
Level 3
Assets
2,588,558
1,920,898
608,562
59,098
Equity instruments
1,164,619
954,286
151,235
59,098
Debt securities
1,371,266
966,612
404,654
-
Non-current
40,692
-
40,692
-
Current
11,981
-
11,981
-
568,420
-
562,475
5,945
497,868
-
497,868
-
70,552
-
64,607
5,945
Financial instrument receivables
Liabilities
Non-current
Current
Thousands of Euros
Value at
31/12/2012
Level 1
Level 2
Level 3
1,900,558
866,874
958,611
75,073
Equity instruments
615,367
348,926
191,368
75,073
Debt securities
805,480
517,948
287,532
-
470,697
-
470,697
-
9,014
-
9,014
-
618,228
-
618,228
-
594,363
-
594,363
-
23,865
-
23,865
-
Assets
Non-current
Current
Liabilities
Non-current
Current
Level 2 of the Fair Value Hierarchy includes all of the ACS Group's financial derivatives, as well as the other assets and liabilities which are not
listed in organised markets.
They are measured internally and on a quarterly basis, using customary financial market techniques and compared, as appropriate, with the
measurements received from the counterparties.
In this connection, based on the nature of the derivative, the use of the following methodologies is noteworthy:

For Interest rate hedges the zero-coupon rate curve is used, determined based on the deposits and rates that are traded at the closing
date, and obtaining from that the discount rates and applying it to the schedule of future flows of collections and payments.

Derivatives the underlying asset for which is quoted on an organised market and are not qualified as hedges, are measured using the
Black-Scholes methodology and applying market parameters such as implicit volatility, repo costs and market interest rates and estimated
dividends.

For those derivatives whose underlying asset is quoted on an organised market, but for which the intention of the Group is to hold them to
maturity, either because the derivative forms part of financing agreement or because its arrangement substitutes the underlying assets, the
measurement is based on the calculation of its intrinsic value at the closing date.
The changes in financial instruments included under Level 3 in 2013 are as follows:
Thousands of
Euros
75,073
Adjustments for change in value
(12,900)
Effect on income
(13,307)
Other changes
10,232
59,098
84
No derivative instruments measured at fair value through profit or loss were transferred between levels 1 and 2 of the fair value hierarchy in 2013.
There were also no transfers to or from Level 3 with regard to 31 December 2012. The decrease in the fair value of Level 3 was recognised
directly in equity.
22.
The ACS Group's different lines of business expose it to financing risks, mainly foreign currency and interest rate risks. In order to minimise the
impact of these risks and in accordance with its risk management policy (see Note 21), the ACS Group has arranged various financial
derivatives, most of which have non-current maturities.
Following is the detail, by maturity, of the notional amounts of the aforementioned hedging instruments at 31 December 2013 and 2012, based
on the nature of the contracts:
Thousands of Euros
2013
Notional
value
2014
3,216,078
591,351
1,505,877
973,392
112,832
31,327
-
592,650
(71,608)
516,104
48,410
26,837
-
-
-
4,633
-
-
-
-
-
-
-
-
Non-qualified hedges
4,643,996
644,337
3,278,549
-
-
721,110
-
(448,772)
TOTAL
8,451,425
2,666,318
4,300,351
139,669
31,327
721,110
592,650
(515,747)
Exchange rate
Price
2018
Net fair
value
2016
Interest rate
2017
Subsequent
years
2015
Thousands of Euros
2012
Notional
value
2013
3,360,318
332,249
502,207
411,121
-
TOTAL
Interest rate
Subsequent
years
2016
1,475,776
914,239
119,029
33,209
485,816
(134,413)
68,099
2,476
20,511
-
-
(4,511)
-
-
-
-
-
-
-
4,289,831
267,535
226,180
3,721,927
13,420
13,752
47,017
407
8,152,356
1,010,905
1,770,055
4,638,642
152,960
46,961
532,833
(138,517)
Price
2017
Net fair
value
2015
Exchange rate
2014
The notional amount for non-current assets and liabilities held for sale relating to renewable energy and concession activities at 31 December
2013 was as follows:
Thousands of Euros
Notional
value
Interest rate
2,099,781
2014
2015
2,819
2016
-
2017
-
Subsequent
years
2018
198,741
-
1,898,221
The notional amount for non-current assets and liabilities held for sale relating to renewable energy and concession activities at 31 December
2012 was as follows:
Notional
value
Interest rate
2,428,630
2013
2014
-
2015
2,819
2016
Subsequent
years
2017
-
-
199,008
2,226,803
The following table shows the fair value of the hedging instruments based on the nature of the contract, at 31 December 2013 and 2012 (in
thousands of euros):
2013
Assets
2012
Liabilities
Assets
Liabilities
Interest rate
Cash flows
Non-efficient
Exchange rate
Price
5,002
76,610
7
-
-
-
134,420
-
10,645
6,012
5,345
9,856
-
-
-
-
37,026
485,798
474,359
473,952
TOTAL
52,673
568,420
479,711
618,228
85
The Group does not have any hedges of its foreign investments, since the foreign currency risk is hedged by the transactions performed in the
local currency. Also, most significant foreign investments were made with long-term financing in which the interest rates on project financing debt
are hedged.
Cash flow hedges (interest rate)
The purpose of using these derivatives is to limit changes in interest rates on its borrowings and to guarantee fixed interests rates, mainly by
arranging interest rate swaps as the borrowings are arranged and used.
Most hedges are interest rate swaps that expire at the same time or slightly sooner than the underlying that they are hedging.
Hedges of this type are mainly related to the various syndicated loans within the Group and to project and other non-current financing, both at 31
December 2013 and 31 December 2012 (see Notes 17 and 18).
In relation to syndicated loans, the following hedges were arranged:
- Syndicated loan of ACS, Actividades de Construcción y Servicios, S.A. for EUR 1,430,300 thousand. Various interest rate swaps amounting to
EUR 1,183,000 thousand were arranged maturing between July 2014 and 2015.
- The syndicated financing of the Urbaser Group is hedged by interest rate swaps amounting to EUR 506,300 thousand, which mature in
November 2014.
- The volume of interest rate hedging derivatives related to the financing of Hochtief A.G. amounted to EUR 444,432 thousand at 31 December
2013 (EUR 614,893 thousand at 31 December 2012).
Noteworthy are the following hedges in relation to limited recourse project and debt financing:
- Coverage of the syndicated loan for the acquisition of Hochtief, A.G. amounting to EUR 375,000 thousand at 31 December 2013 (EUR 452,025
thousand at 31 December 2012), with final maturity in July 2014 through an interest rate swap.
- The derivative liabilities relating to solar thermal plants, wind powered facilities and motorway concessions were reclassified to liabilities relating
to assets held for sale. In this regard, there are interest rate swaps to hedge 75 to 100% of the financing of the solar thermal plants, which
mature between 2019 and 2025, and interest rate swaps to hedge the financing of the wind powered facilities, which mature between 2019 and
2024.
- In the case of motorway concessions, noteworthy are the following interest rate hedges:
- Autovía de La Mancha, S.A. and Inversora de La Mancha, S.A. have hedges amounting to EUR 139,060 thousand instrumented in an
interest rate swap expiring in 2032.
- Autovía del Pirineo, S.A. has hedges amounting to EUR 152,000 thousand instrumented in an interest rate swap expiring in 2030.
- Eix Diagonal Concessionària de la Generalitat de Catalunya, S.A. has interest rate swaps amounting to EUR 248,759 thousand the final
maturity of which is in 2017.
These companies are classified as held for sale.
Cash flow hedges (exchange rate)
The foreign currency risk relates mainly to projects in which payments and/or collections are made in a currency other than the functional
currency.
The most significant derivatives contracted to hedge these risks relate to foreign currency hedges arranged mostly by Hochtief Europa
(subsidiary of the Hochtief group) for a notional amount of EUR 318,545 thousand, which mature between 2014 and 2016.
In the case of Industrial Services, the most significant derivatives relate to exchange rate hedges for foreign projects for a nominal amount of
EUR 58,839 thousand in 2013, which mature in 2014 (EUR 47,108 thousand in 2012 maturing in 2013).
86
Price hedges
There were no price hedges in 2013 and 2012.
Derivative instruments not classified as hedges
The assets and liabilities relating to financial instruments not qualified as hedges include the fair value of the derivatives which do not meet
hedging conditions. At 31 December 2012, noteworthy within assets relating to financial instruments is the measurement at fair value of the call
spread amounting to EUR 460,506 thousand contracted in relation to the refinancing on Iberdrola, S.A. shares carried out in July 2012 (see Note
10.01) on an underlying amount of 597,286,512 Iberdrola shares and which was cancelled in 2013. In its place a put spread was contracted on
595,601,946 Iberdrola shares. The market value at 2013 year-end gave rise to the recognition of a liability amounting to EUR 62,896 thousand.
The effect of the market value in 2013 of these derivatives was recognised as income under "Changes in fair value of financial instruments" in the
accompanying consolidated income statement (see Note 28.05).
With regard to liabilities related to financial instruments the most significant at 31 December 2013 and 2012 relates to the fair value of the equity
swap on Iberdrola, S.A. shares. The fair value thereof at 31 December 2013 amounted to EUR 217,466 thousand (EUR 266,327 thousand at 31
December 2012). In addition, other liabilities relate to the derivative included in the outsourcing to a financial institution of the 2010 share option
plan amounting to EUR 57,458 thousand (EUR 95,092 thousand at 31 December 2012). The financial institution acquired these shares on the
market for delivery to management who are beneficiaries of this Plan in accordance with the conditions included therein, at the exercise price of
the option. The changes in fair value of these instruments is included under "Changes in fair value of financial instruments" of the accompanying
consolidated income statement (see Note 28.05).
In the contract with the financial institution, the latter does not assume any risk relating to the drop in the market price of the share below the
exercise price. The exercise price of the option for the 2010 plan is EUR 34.155 per share. Therefore, this risk relating to the drop in the market
price below the option price is assumed by ACS, Actividades de Construcción y Servicios, S.A., and was not subject to any hedging with another
financial institution. This put option in favour of the financial institution, is recognised at fair value at the end of the reporting period and, therefore,
the Group recognises a liability in profit or loss with respect to the value of the option in the previous year. The risk of an increase in the share
price is not assumed by either the financial institution or the Group, since, in this case, management would exercise its call option and directly
acquire the shares from the financial institution, which agrees to sell them to the beneficiaries at the exercise price. Consequently, upon
completing the plan, if the shares have a higher market price than the value of the option, the derivative will have zero value at this date.
Additionally, according to the contract, at the time of final maturity of the Plan, in the event that there are options that have not been exercised by
their directors (i.e., due to voluntary resignation in the ACS Group), the pending options are settled by differences. In other words, the financial
institution sells the pending options on the market, and the result of the settlement, whether positive or negative, is received by ACS in cash
(never in shares). Consequently, at the end of the Plan, the Company does not ever receive shares derived from the same, and therefore it is not
considered treasury shares.
At 31 December 2013 and 2012, the ACS Group held other derivatives that did not qualify for hedge accounting, which included the
measurement at fair value of the financial instruments that are settled by differences and whose negative market value amounted to EUR 55,879
thousand (EUR 93,513 thousand at 31 December 2012), thereby giving rise to a profit of EUR 37,634 thousand (loss of EUR 45,909 thousand in
2012) recognised under "Changes in fair value of financial instruments" (see Note 28.05). The amounts provided as collateral relating to the
derivatives arranged by the Group mentioned above amounted to EUR 554,337 thousand at 31 December 2013 and were included under "Longterm deposits" in the accompanying statement of financial position. These amounts are remunerated at market rates. The short-term portion is
indicated in Note 10.05.
In accordance with that indicated in Note 15.04, in January 2013 the ACS Group sold three entities for a total of 20,200,000 treasury shares, by
entering into certain derivative contracts for an equal number of ACS shares that can only be settled in cash in a two-year period that may be
extend an additional year, and that were settled in 2013. The main characteristics of the aforementioned derivative contracts were as follows:

Two agreements were signed on 23 January 2013, one for 7,703,351 shares and the other for 12,496,649 shares.

ACS sells a cash-settled European put option on ACS shares as an underlying asset at a strike price of EUR 17.83 per share, which may
be exercised on 23 January 2015 and extended for another year. If the quoted price is below the strike price on maturity, ACS must settle
the difference in cash. If the period is extended for another year, the strike price is EUR 18.72 per share.

ACS purchased a cash-settled European call option at a strike price of EUR 18.38 per share, which may be exercised on this same date,
and extended for an additional year with a strike price of EUR 19.30 per share, if applicable. If the quoted price is above the strike price at
maturity, ACS collects in cash 50% of the difference for the first 25% of the revaluation, 45% of the difference for the second 25% of the
revaluation, and 40% of the difference for a revaluation greater than 50%.

The put and call options are settled by differences, where there is no possibility of the shares being returned to ACS and, therefore, the
shares are freely available to the entity with which the derivative is signed.

The right to receive the dividends corresponds to their legal owners (the buyers) and they do not have to be repaid in any way.

ACS must deposit cash equal to 20% of the notional amount as cash collateral which will become 25% in the event the quoted price is equal to
or less than 90% of the strike price. If the quoted price is greater than 110% of the strike price, ACS must deposit 15%.
87

There is no adjustment for the dividends of the underlying shares.
With regard to the effect on the sales transaction and the arrangement of the derivatives, paragraph B6 of the implementation guidelines of IAS
39 has been considered. In this case, although the sales agreements and derivative contracts were entered into on the same day and for the
same underlying asset, the counterparty is different, since the shares that were sold to the market through three different financial institutions
and the derivatives are arranged with Tyrus. In accordance with the IAS, the economic basis of the transaction providing immediate liquidity to
the Group must be analysed, and, in the case at hand, the economic basis consisted of an actual sale of treasury shares and the arrangement
of dividends which allows part of the possible increase in the value of the shares to be recovered, whereby ACS runs the risk of a drop in the
quoted price. When the derivatives are settled exclusively by differences, the treasury shares will not return to ACS under any circumstances. In
other words, control over the financial assets resides with the acquirers. Therefore, the conclusion is that the agreements must be treated
separately.
With regard to this last objective, in 2013 the Group settled the transaction with a profit of EUR 58,400 thousand included under "Changes in fair
value of financial instruments" (see Note 28.05). Only a limited risk was maintained at year end for 14.1 million shares at 50% of the drop in the
quoted price between EUR 23.90 and EUR 17.83 per share, and for 3.4 million shares at 50% of the drop between EUR 23.90 and EUR 18.38
per share.
The Group has recognised both its own credit risk and that of the counterparty based on each derivative, whereby the impact on the income
statement was a gain of EUR 900 thousand for a derivative instruments measured at fair value through profit or loss, in accordance with the new
IFRS 13 that entered into force on 1 January 2013.
In relation to the issue of the bond exchangeable for Iberdrola shares amounting to EUR 721,100 thousand (see Note 17.01), it is worth noting
that there is a derivative embedded in the financing, the fair value of which at 31 December 2013 amounts to EUR 49,714 thousand, included
under "Non-current financial instruments receivable" on the accompanying consolidated statement of financial position.
23.
This heading mainly includes the amounts outstanding for trade purchases and related costs, as well as customer advances for contract work
amounting to EUR 1,888,951 thousand in 2013 (EUR 2,814,255 thousand in 2012) (see Note 12).
Disclosures on deferred payments to suppliers Additional Provision Three. Additional Provision Three. “Duty of Disclosure” of Law
15/2010, of 5 July.
In relation to the disclosures required by Additional Provision Three of Law 15/2010, of 5 July prepared since the entry into force of the Law, at 31
December 2012, there were balances payable to suppliers that were past due by more than the legal maximum payment period at 31 December
2013 amounting to EUR 187,832 thousand (EUR 271,731 thousand at 31 December 2012).
This balance relates to Spanish consolidated group companies which due to their nature are trade creditors with payables to suppliers of goods
and services and included under the heading "Current liabilities" in the consolidated statement of financial position at 31 December 2013 and
2012. Amounts payable to non- current asset suppliers and finance lease payables are not included in this balance.
The legal maximum payment period applicable to the Spanish consolidated group companies under Law 3/2004, of 29 December, on combating
late payment in commercial transactions ranges between 60 and 120 days.
The following table provides information relating to the deferral of payments to suppliers, in accordance with the Spanish Accounting and Audit
Institute (ICAC) resolution of 29 September 2010 implementing the duty of disclosure regulations provided in Law 15/2010 of 5 July:
Thousands of
Euros
%
With maximum legal period
4,176,636
79%
Other
1,143,761
21%
Total
5,320,397
100%
Weighted average days outstanding
Deferrals exceeding legal maximum
limit at 31 December (PMPE)
93 days
187,832
PMPE is understood to be the "Weighted average period past due", in other words, the ratio between the payments made to all suppliers in the
year within a period exceeding the legal payment term and the number of days by which this deadline was exceeded, over the total amount of
payments made in the year subsequent to the legal deadline.
88
24.
The details of ”Non-current payables” at 31 December 2013 and 2012 are as follows:
Thousands of Euros
Balance at
31/12/2013
Advance payments received
33,481
56,824
Payable to non-current asset suppliers
44,863
18,447
Interim dividend payable (Note 15.05)
140,970
-
2,105
2,756
Other
334,430
197,094
Total
555,849
275,121
Deposits and guarantees received
25.
Balance at
31/12/2012
Segments
25.01. Basis of segmentation
The structure of the ACS Group reflects its focus on different lines of business or activity areas. Segment reporting based on the different lines of
business includes information regarding the Group's internal organisation, taking into account the bodies involved in monitoring operations and
taking decisions.
25.01.01. Primary segments - business segments
The business segments used to manage the ACS Group are as follows:
- Construction. This segment includes the activities carried on mainly by Dragados, Hochtief, A.G. and Iridium, which are focused on the
construction of civil works, residential and non-residential buildings, concession activity (mainly transport infrastructures), mining and real
estate.
- Industrial services. This area engages in the provision of applied engineering services and the installation and maintenance of industrial
infrastructure in the energy, communications and control systems industries.
- Environment. This segment groups together environmental services such as road cleaning, waste collection and transport, treatment and
recycling of urban, commercial and industrial waste, integral management of the water cycle and urban landscaping. Also included in this
segment are the outsourcing of integral building maintenance activities (carried on through Clece).
- Corporate Unit. This comprises the business activity carried on by ACS, Actividades de Construcción y Servicios, S.A., and also groups
mainly investments in Iberdrola, S.A. and Xfera Moviles, S.A.
25.01.02. Geographical segments
The ACS Group is managed by business segments and the management based on geographical segments is irrelevant. Accordingly, a
distinction is made between Spain and the rest of the world, in accordance with the stipulations of IFRS 8.
25.02. Basis and methodology for business segment reporting
The reporting structure is designed in accordance with the effective management of the various segments comprising the ACS Group. Each
segment has its own resources based on the entities engaging in the related business, and accordingly, has the assets required to operate the
business.
Each of the business segments relates mainly to a legal structure, in which the companies report to a holding company representing each activity
for business purposes. Accordingly, each legal entity has the assets and resources required to perform its business activities in an autonomous
manner.
The following is the business segment reporting before the allocation of expenses to subsidiaries in the income statement.
89
25.02.01. Income statement by business segment: 2013
Thousands of Euros
Construction
REVENUE
Procurements
Staff costs
Environment
Corporate
unit and
adjustments
Industrial
Services
Total Group
29,559,270
1,781,206
7,067,065
(35,020)
38,372,521
(43,370)
1,847
76
-
(41,447)
4,310
4,526
46
(1)
8,881
(20,087,117)
(509,197)
(4,268,542)
30,746
(24,834,110)
455,151
58,709
53,994
2,997
570,851
(6,265,318)
(778,596)
(1,269,080)
(26,900)
(8,339,894)
(1,833,191)
(297,476)
(648,526)
(8,964)
(2,788,157)
(1,009,466)
(141,388)
(55,884)
(1,170)
(1,207,908)
194
3,342
1,478
-
5,014
11,882
(469)
(210,933)
1
(199,519)
Allocation of grants relating to non-financial assets and other
(92,797)
1,802
192,439
(3,013)
98,431
OPERATING INCOME
699,548
124,306
862,133
(41,324)
1,644,663
Finance income
Finance costs
189,560
38,068
100,336
32,780
360,744
(513,879)
(96,729)
(256,190)
(256,878)
(1,123,676)
3,473
-
478
551,343
555,294
4,140
(2,967)
(26,260)
(12)
(25,099)
255,707
560,384
(3,755)
(14,379)
(286,543)
FINANCIAL PROFIT /LOSS
243,678
(65,383)
(196,015)
40,690
22,970
74,053
18,819
3,110
-
95,982
1,763,615
PROFIT BEFORE TAX
1,017,279
77,742
669,228
(634)
Corporate income tax
(340,377)
(13,682)
(200,665)
38,034
(516,690)
676,902
64,060
468,563
37,400
1,246,925
-
-
-
-
-
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS
PROFIT FOR THE YEAR
Profit from discontinued operations attributed to non-controlling interests
676,902
64,060
468,563
37,400
1,246,925
(488,012)
(6,394)
(50,978)
-
(545,384)
-
-
-
-
-
188,890
57,666
417,585
37,400
701,541
90
25.02.02. Income statement by business segment: 2012
Thousands of Euros
Construction
REVENUE
Procurements
Environment
29,682,756
Corporate
unit and
adjustments
Industrial
Services
Total Group
1,690,799
7,050,012
(27,389)
38,396,178
83,009
1,037
(342)
-
83,704
5,087
20,372
122
-
25,581
(19,612,238)
(455,635)
(3,878,645)
28,005
(23,918,513)
359,572
52,268
3,155
(11,311)
403,684
Staff costs
(6,498,197)
(790,895)
(1,360,651)
(30,812)
(8,680,555)
(2,045,387)
(287,089)
(915,399)
(17,532)
(3,265,407)
(1,290,238)
(128,177)
(49,020)
(1,437)
(1,468,872)
185
3,264
101
-
3,550
71,106
(1,577)
(32,616)
-
36,913
Allocation of grants relating to non-financial assets and other
OPERATING INCOME
Finance income
Finance costs
506
1,753
2,097
(29,122)
(24,766)
756,161
106,120
818,814
(89,598)
1,591,497
227,998
27,800
95,094
156,961
507,853
(473,018)
(134,055)
(273,706)
(413,998)
(1,294,777)
105,476
(45,138)
(47)
-
150,661
(10,970)
(600)
11,812
(23)
219
179,914
22,506
(7,536)
(3,964,816)
(3,769,932)
(121,214)
(84,396)
(174,336)
(4,071,215)
(4,451,161)
264,087
26,781
4,073
44,412
339,353
PROFIT BEFORE TAX
899,034
48,505
648,551
(4,116,401)
(2,520,311)
(181,574)
(8,483)
(183,320)
1,378,593
1,005,216
717,460
40,022
465,231
(2,737,808)
(1,515,095)
FINANCIAL PROFIT /LOSS
Corporate income tax
PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS
PROFIT FOR THE YEAR
Profit from discontinued operations attributed to non-controlling interests
-
157,465
-
(50,000)
107,465
717,460
197,487
465,231
(2,787,808)
(1,407,630)
(469,669)
(1,040)
(49,558)
(25)
(520,292)
-
(11)
-
-
(11)
247,791
196,436
415,673
(2,787,833)
(1,927,933)
91
25.02.03. Statement of financial position by business segment: 2013
Thousands of Euros
ASSETS
Corporate
unit and
adjustments
Industrial
Services
Total Group
Construction
Environment
NON-CURRENT ASSETS
8,619,860
2,182,587
740,279
2,847,788
14,390,514
Intangible assets
3,662,161
458,881
95,086
275,117
4,491,245
Goodwill
2,284,455
89,676
76,603
275,114
2,725,848
1,377,706
369,205
18,483
3
1,765,397
1,844,737
468,815
155,981
8,130
2,477,663
288,412
375,852
93,205
1
757,470
1,829,117
804,657
295,121
1,314,849
4,243,744
995,433
74,382
100,886
1,249,691
2,420,392
15,186,846
1,495,206
9,231,989
(533,398)
25,380,643
Tangible assets-property, plant and equipment / Property investments
CURRENT ASSETS
Inventories
1,520,109
46,606
258,493
(8,009)
1,817,199
7,422,274
585,429
3,328,549
(20,245)
11,316,007
2,052,492
543,538
907,542
(523,431)
2,980,141
11,981
-
-
-
11,981
124,602
10,810
39,301
1,928
176,641
2,771,253
190,821
790,645
16,359
3,769,078
Non-current assets held for sale
1,284,135
118,002
3,907,459
-
5,309,596
23,806,706
3,677,793
9,972,268
2,314,390
39,771,157
TOTAL ASSETS
Thousands of Euros
Construction
Environment
Industrial
Services
Corporate
unit and
adjustments
Total Group
EQUITY
5,276,099
1,287,511
912,439
(1,987,141)
5,488,908
Equity attributed to the Parent
3,187,525
1,226,935
840,422
(1,986,969)
3,267,913
2,088,574
60,576
72,017
(172)
2,220,995
5,765,150
752,970
699,375
4,105,960
11,323,455
Grants
1,871
45,897
1,980
-
49,748
3,427,536
379,167
408,351
3,196,299
7,411,353
3,086,316
128,809
316,601
2,639,626
6,171,352
Limited recourse project financing
202,645
250,358
23,760
558,930
1,035,693
138,575
-
67,990
(2,257)
204,308
44,138
21,027
1,599
431,104
497,868
2,291,605
306,879
287,445
478,557
3,364,486
12,765,457
1,637,312
8,360,454
195,571
22,958,794
2,232,994
1,014,801
669,397
214,785
4,131,977
1,370,724
834,400
665,649
722,627
3,593,400
CURRENT LIABILITIES
Limited recourse project financing and debt
193,919
12,758
1,289
13,481
221,447
668,351
167,643
2,459
(521,323)
317,130
19,195
637
28
50,692
70,552
8,469,752
510,798
4,308,301
(69,186)
13,219,665
1,189,872
59,845
409,263
(720)
1,658,260
853,644
51,231
2,973,465
-
3,878,340
23,806,706
3,677,793
9,972,268
2,314,390
39,771,157
Liabilities relating to non-current assets held for sale
92
25.02.04. Statement of financial position by business segment: 2012
Thousands of Euros
ASSETS
Corporate
unit and
adjustments
Industrial
Services
Total Group
Construction
Environment
NON-CURRENT ASSETS
9,700,079
2,123,766
787,360
2,561,542
15,172,747
Intangible assets
3,690,050
465,741
109,276
275,118
4,540,185
Goodwill
2,123,602
84,358
76,748
275,114
2,559,822
1,566,448
381,383
32,528
4
1,980,363
2,388,569
422,338
201,868
9,288
3,022,063
270,401
326,529
132,963
-
729,893
2,277,773
840,155
293,213
531,664
3,942,805
1,073,286
69,003
50,040
1,745,472
2,937,801
17,022,775
1,402,499
9,670,263
(1,704,908)
26,390,629
Tangible assets-property, plant and equipment / Property investments
CURRENT ASSETS
Inventories
1,727,446
42,638
157,818
(7,787)
1,920,115
7,178,049
628,628
3,672,115
(64,306)
11,414,486
1,822,044
437,173
1,104,902
(1,658,670)
1,705,449
5,225
-
-
3,789
9,014
172,602
8,925
28,303
2,408
212,238
3,320,216
170,397
1,017,565
19,658
4,527,836
Non-current assets held for sale
2,797,193
114,738
3,689,560
-
6,601,491
26,722,854
3,526,265
10,457,623
856,634
41,563,376
TOTAL ASSETS
Thousands of Euros
Construction
Environment
Industrial
Services
Corporate
unit and
adjustments
Total Group
EQUITY
6,059,283
1,236,404
917,864
(2,502,043)
5,711,508
Equity attributed to the Parent
3,169,721
1,193,047
795,623
(2,501,873)
2,656,518
2,889,562
43,357
122,241
(170)
3,054,990
6,013,416
1,109,075
423,679
3,370,830
10,917,000
Grants
Limited recourse project financing
CURRENT LIABILITIES
1,957
50,001
2,257
-
54,215
3,357,727
749,243
164,606
2,685,007
6,956,583
2,993,646
567,781
87,872
2,096,066
5,745,365
279,794
181,462
52,960
589,631
1,103,847
84,287
-
23,774
(690)
107,371
63,054
35,688
10,658
484,963
594,363
2,590,678
274,143
246,158
200,860
3,311,839
14,650,155
1,180,786
9,116,080
(12,153)
24,934,868
3,108,309
564,346
706,296
212,424
4,591,375
2,190,470
359,071
686,409
707,395
3,943,345
Limited recourse project financing and debt
243,902
12,880
9,717
12,076
278,575
673,937
192,395
10,170
(507,047)
369,455
23,331
6
528
-
23,865
9,353,035
518,177
4,965,430
(95,028)
14,741,614
1,226,097
54,357
337,829
(129,549)
1,488,734
939,383
43,900
3,105,997
-
4,089,280
26,722,854
3,526,265
10,457,623
856,634
41,563,376
Liabilities relating to non-current assets held for sale
93
The detail of revenue from Construction is as follows:
Thousands of Euros
2013
Spain
Dragados
1,810,091
1,313,980
1,720,580
Hochtief
-
25
78,845
89,486
28,166,445
27,872,665
Concessions
International
Dragados
Hochtief
2,446,330
2,318,350
25,693,245
25,527,697
26,870
26,618
29,559,270
29,682,756
Concessions
Total
2012
1,392,825
The detail of revenue from Industrial Services is as follows:
Thousands of Euros
2013
Networks
2012
646,539
769,351
Specialized facilities
2,395,788
2,420,780
Integrated projects
2,872,450
2,688,605
Control systems
862,097
856,327
Renewable energy: generation
342,823
374,266
Eliminations
Total
(52,632)
(59,317)
7,067,065
7,050,012
Of the total revenues from Industrial Services, EUR 4,327,601 thousand related to international operations in 2013 and EUR 4,111,801 thousand
in 2012, representing 61.2% and 58.3%, respectively
The detail of revenue from the Environment area is as follows:
Thousands of Euros
2013
Environment
2012
1,650,837
Integral services
Total
1,523,919
130,369
166,880
1,781,206
1,690,799
In 2013 total revenue from the Environment area amounted to EUR 633,131 thousand, relating to international operations, and represented
35.5% and EUR 436,650 thousand representing 25.8% in 2012.
Revenue is allocated on the basis of the geographical distribution of clients.
The reconciliation of revenue, by segment, to consolidated revenue at 31 December 2013 and 2012 is as follows:
Thousands of Euros
Segments
External
income
Construction
29,544,221
2013
2012
Intersegment
income
Intersegment
income
Total
income
External
income
15,049
29,559,270
29,672,154
Total
income
10,602
29,682,756
Environment
1,781,009
197
1,781,206
1,690,167
632
1,690,799
Industrial Services
7,047,291
19,774
7,067,065
7,033,857
16,155
7,050,012
-
(35,020)
(35,020)
-
(27,389)
(27,389)
38,372,521
-
38,372,521
38,396,178
-
38,396,178
(-) Adjustments and eliminations of ordinary inter-segment
income
Total
94
Inter-segment sales are made on an arm's length basis at market prices.
The reconciliation of the profit/loss, by business, with consolidated profit/loss before taxes at 31 December 2013 and 2012 is as follows:
Thousands of Euros
2013
2012 ( * )
Segments
Construction
676,902
717,460
Environment
64,060
197,487
Industrial Services
Total profit of the segments reported upon
468,563
465,231
1,209,525
1,380,178
37,400
(2,787,819)
(+/-) Non-assigned profit
(+/-) Elimination of internal profit (between segments)
-
-
(+/-) Other profits (loss)
-
-
516,690
(1,112,670)
1,763,615
(2,520,311)
(+/-) Income tax and /or profit (loss) from discontinued operations
Profit/(Loss) before tax
( * ) Data restated
Revenue, by geographical area, at 31 December 2013 and 2012 was as follows:
Thousands of Euros
Net amount of turnover by Geographical Area
2013
Domestic market
Foreign market
a) European Union
b) O.E.C.D countries
c) Rest of countries
Total
2012
5,245,344
5,975,062
33,127,177
32,421,116
4,431,605
4,234,636
23,514,257
23,276,437
5,181,315
4,910,043
38,372,521
38,396,178
The following table shows the detail, by geographical area, of certain of the Group's consolidated balances:
Thousands of Euros
Spain
2013
Revenue
Segment assets
Total net investments
Thousands of Euros
Rest of the world
2012
2013
2012
5,245,344
5,975,062
33,127,177
32,421,116
15,932,767
15,952,695
23,838,390
25,610,681
200,891
(3,445,163)
(103,147)
1,160,039
The assets at 31 December 2013, by geographical area, are as follows:
Thousands of Euros
31/12/2013
31/12/2012
Europe
21,388,839
22,220,151
Spain
15,932,767
15,952,695
Germany
2,906,781
3,946,036
Rest of Europe
2,549,291
2,321,420
Rest of geographic areas
18,382,318
19,343,225
Americas
7,838,768
7,590,082
Asia
4,854,198
6,260,526
Australia
5,413,043
5,392,491
276,309
100,126
39,771,157
41,563,376
Africa
TOTAL
95
The additions to non-current assets, by line of business, were as follows:
Thousands of Euros
2013
Construction
1.360,099
Environment
203,508
95,046
Industrial Services
113,867
78,654
10
10
1,300,530
1,533,809
Corporate unit and adjustments
Total
26.
2012
983,145
Tax matters
26.01. Consolidated tax group
Pursuant to current legislation, ACS, Actividades de Construcción y Servicios, S.A. is the Parent of the Tax Group 30/99, which includes the
Spanish subsidiaries in which the Parent has a direct or indirect ownership interest of at least 75% which meet the requirements provided for in
Spanish legislation regulating the tax consolidation regime.
The Group's other subsidiaries file individual tax returns in accordance with the tax legislation in force in each country, either individually or with
groups of companies.
26.02. Tax audit
In 2012 and 2013 there was no inspection by the tax authorities with a significant effect. Likewise, at 2013 year end, there is no activity in
progress which is expected to have such an effect.
In general, the years which have not exceeded the statute of limitations period in the various jurisdictions are open for review. In particular, the
30/99 Consolidated Tax Group in Spain has 2006 and subsequent years open for review.
In view of the varying interpretations that can be made of the applicable tax legislation, the outcome of the tax audits of the open years that could
be conducted by the tax authorities in the future could give rise to tax liabilities which cannot be objectively quantified at the present time.
However, the directors of the ACS Group consider that the liabilities that might arise, if any, would not have a material effect on the Group's
earnings.
26.03. Reconciliation of the current income tax expense to accounting profit
The reconciliation of the income tax expense resulting from the application of the standard tax rate in force in Spain to the current tax expense
recognised, as well as the determination of the average effective tax rate, are as follows:
Thousands of Euros
2013
Consolidated profit before tax
Net profit from equity accounted investments
2012
1,763,615
(2,520,311)
(95,982)
(339,353)
Permanent differences
(101,535)
53,429
Taxable profit
1,566,098
(2,806,235)
Tax at 30%
469,829
(841,871)
Tax credits and tax relief
(72,310)
(179,517)
Effect of different standard tax rate in other countries
12,089
8,327
Current tax income expense
409,608
(1,013,061)
Effective rate, excluding equity method
24.56%
35.43%
The permanent differences, as regards increases, are due to various items including impairments which, in accordance with applicable
legislation, are not deductible for tax purposes, as well as, as regards decreases, exempt income. In 2013 this mainly includes the exempt gains
obtained by the Hochtief Group from the sale of investee companies.
The 2013 tax credits include the credits for double taxation, in particular the EUR 30,233 thousand corresponding to the Iberdrola, S.A. dividends
as well as the tax incentives, mainly for R&D, obtained for the most part from non-resident companies in Spain. Likewise, the 2012 tax credits
96
relate to the elimination of the double taxation totalling EUR 143,774 thousand (in particular those related to gains and Iberdrola dividends) as
well as tax incentives mainly in connection with R&D.
26.04. Detail of income tax expense
The detail of the income tax expense is as follows:
Thousands of Euros
2013
Current income tax expense (Note 26.03)
409,608
2012
(1,013,061)
Expense/(income)relating to adjustments to prior year's tax
11,045
(5,474)
(Income) arising from the application of prior year's deferred tax assets
(3,733)
(26,674)
Expense arising from deferred tax assets generated in the year and not capitalised
68,307
68,233
Expense / (Income) other adjustments to tax for the year
31,463
(28,240)
516,690
(1,005,216)
Final balance of the corporation tax expense
The expenses relating to the deferred tax assets generated in the year and not recognised are a result mainly of the decision, in accordance with
the principle of prudence, not to recognise the tax assets associated to tax losses incurred by the Group companies whose registered office is in
Germany.
26.05. Tax recognised in equity
In addition to the tax effects recognised in the consolidated income statement, in 2013 a charge of EUR 179,924 thousand was recognised
directly in the Group's equity (a credit of EUR 717,448 thousand in 2012). These amounts relate to tax effects due to adjustments of assets
available for sale, with a charge of EUR 24,732 thousand in 2013 (a credit of EUR 773,852 thousand in 2012), the cash flow derivatives, with a
credit of EUR 130,701 thousand in 2013 (EUR 16,764 thousand in 2012), and actuarial losses, with a credit of EUR 24,491 thousand in 2012
(EUR 39,640 thousand in 2012).
26.06. Deferred tax assets and liabilities
The detail of the main deferred tax assets and liabilities recognised by the Group and of the changes therein in 2013 and 2012 is as follows:
Thousands of Euros
Charge/credit to equity
Balance at
31 December
2012
Current
movement
in the year
Business combinations
Actuarial
gains
and
losses
Charge/credit
to asset and
liability
revaluation
reserve
Availablefor-sale
financial
assets
Period
Period
acquisitions disposals
Other
Balance at 31
December
2013
Assets
2,467,104
(67,711)
(24,491)
(2,091)
298
15,669
15,643
(24,721)
2,379,700
-Temporary differences
1,307,981
(103,479)
(24,491)
(2,091)
263
19,921
(2,571)
(18,731)
1,176,802
-Tax losses
808,466
36,500
-
-
35
(4,344)
18,214
(5,990)
852,881
-Tax credits
350,657
(732)
-
-
-
92
-
-
350,017
Liabilities
1,232,499
146,890
-
1,239
-
(2,703)
11,473
(8,125)
1,381,273
1,232,499
146,890
-
1,239
-
(2,703)
11,473
(8,125)
1,381,273
Thousands of Euros
Charge/credit to equity
Balance at
31 December
2011
Current
movement
in the year
Actuarial
gains
and
losses
Charge/credit
to asset and
liability
revaluation
reserve
Availablefor-sale
financial
assets
Period
Period
acquisitions disposals
Other
Balance at 31
December
2012
Assets
2,083,324
878,229
41,751
2,606
(558,310)
(10,697)
39,250
(9,049)
2,467,104
1,784,832
9,335
41,751
2,606
(558,310)
(2,882)
39,250
(8,601)
1,307,981
-Tax losses
107,448
709,281
-
-
-
(7,815)
-
(448)
808,466
-Tax credits
191,044
159,613
-
-
-
-
-
-
350,657
Liabilities
1,174,599
81,122
-
32
(15,110)
(7,370)
-
(774)
1,232,499
1,174,599
81,122
-
32
(15,110)
(7,370)
-
(774)
1,232,499
Deferred tax assets and liabilities have not been offset.
97
The tax loss carryforward includes, mainly, EUR 683,551 thousand (EUR 707,173 thousand in 2012), for the tax asset related to the consolidated
tax loss of the ACS Tax Group in Spain arising in 2012, which expires after a period of 18 years, and which arose, mainly, due to the impairments
and losses arising from the investment in Iberdrola, S.A.
In addition, the breakdown of the deferred tax assets and liabilities at 2013 year end due to temporary differences is as follows:
Thousands of Euros
31/12/2013
31/12/2012
Deferred tax assets arising from:
Asset valuation adjustments and impairment losses
22,414
193,207
Other provisions
345,122
279,450
Pension costs
128,496
153,880
Income with different tax and accounting accruals
55,866
70,336
92,632
205,482
90,983
129,570
Financial expenses not deductible
Other
441,289
276,056
Total
1,176,802
1,307,981
Assets recognised at an amount higher than their tax base
591,584
642,709
Income with different tax and accounting accrual
362,198
213,961
Other
427,491
375,829
Total
1,381,273
1,232,499
Deferred tax liabilities arising from:
With regard to deferred tax assets generated as a result of temporary differences, the only significant item for which tax legislation considers a
specific expiry period is that of non-deductible finance costs arising from the application of the new income tax regulation in Spain approved in
2012, which limits the deductibility of these costs to 30% of the operating profit, thereby allowing adjustments for excess to be offset by the
differences to the contrary generated over the following eighteen years.
The deferred tax assets indicated in this Note were recognised in the consolidated statement of financial position because the Group’s directors
considered that, based on their best estimate of the Group’s future earnings, it is probable that these assets will be recovered. In particular, the
key assumptions used in the preparation of the recoverability test for the tax assets for the tax group 30/99 were:

Profit before tax, in calculable terms of taxable profit, of the business areas in Spain in 2014 equal to 90% of that obtained in 2013, which
between 2015 and 2019 increases to annual rates of 6% to 9% and, from 2020, to rates of 3%.

Continuation of the current scope of companies of the Tax Group.

Iberdrola share price of EUR 5 per share at mid and long term.
It is worth noting that negative variances of more than 10% between the aforementioned profits and the estimates used in the impairment test, in
overall terms, i.e., that they may not be offset by subsequent positive variances within the expiration period, which is up to 17 years, could
represent a recoverability risk with regard to current tax assets.
In addition to the amounts recognised on the asset side of the statement of financial position, as detailed above, the Group has other deferred tax
assets and tax loss and tax credit carryforwards not recognised on the asset side of the statement of financial position because it is impossible to
predict the related future flows of profit, which are significant in the Group companies domiciled in Germany. Therefore the tax assets relating to
income tax loss carryforwards amounting to EUR 1,149,129 thousand (EUR 970,282 thousand in 2012), and to municipal taxes amounting to
EUR 1,376,328 thousand (EUR 1,229,886 thousand in 2012) were not recognised.
27.
Revenue
The distribution of revenue relating to the Group's ordinary operations, by business segment, is as follows:
Thousands of Euros
2013
Construction
2012
29,559,270
29,682,756
Industrial Services
7,067,065
7,050,012
Environment
1,781,206
1,690,799
Corporate unit and other
Total
(35,020)
(27,389)
38,372,521
38,396,178
98
In 2013 foreign currency transactions relating to sales and services amounted to EUR 30,020,128 thousand (EUR 28,006,322 thousand in 2012)
and those relating to purchases and services received amounted to EUR 20,588,309 thousand (EUR 19,569,347 thousand in 2012).
The distribution of revenue relating to the Group's ordinary operations, by the main countries where it operates, is as follows:
Net Revenue by Geographical
Area
Thousands of Euros
31/12/2013
Australia
31/12/2012
11,995,039
12,494,377
United States
8,523,739
8,250,834
Spain
5,245,344
5,975,062
Germany
2,081,268
1,916,208
Mexico
1,276,568
1,305,731
Canada
1,260,428
935,953
Indonesia
900,533
1,015,674
China
875,861
539,630
United Arab Emirates
786,539
925,054
Poland
698,777
722,052
United Kingdom
657,404
487,734
Brazil
305,868
504,625
Portugal
217,673
337,137
Other
3,547,480
2,986,107
Total
38,372,521
38,396,178
The backlog by line of business at 31 December 2013 and 2012 was as follows:
Thousands of Euros
2013
2012
47,562,840
49,264,770
Industrial Services
7,412,934
7,160,659
Environment
8,443,294
9,200,577
63,419,068
65,626,006
Construction
Total
Capitalised expenses amounting to EUR 8,881 thousand (EUR 25,581 thousand in 2012), relating mainly to in-house work on property, plant and
equipment and intangible assets, were recognised under "In-house work on tangible and intangible assets" in the consolidated income statement
in 2013.
"Other operating income" includes mainly the amounts billed to joint ventures in the Construction area and to grants related to income received
by the Group.
28.
Expenses
28.01. Procurements
The detail of the balance of this heading is as follows:
Thousands of Euros
2013
Cost of merchandise sold
Cost of raw materials and other consumables used
Contract work carried out by other companies
Impairment of merchandise, raw material and procurements
Total
2012
1,359,977
1,569,340
18,639,458
18,277,138
4,834,847
4,072,355
(172)
(320)
24,834,110
23,918,513
28.02. Staff costs:
The detail of "Staff costs" is as follows:
99
Thousands of Euros
2013
2012
Wages and salaries
7,205,398
7,447,514
Social security costs
788,110
841,482
Other staff costs
341,416
385,603
Provisions
Total
4,970
5,956
8,339,894
8,680,555
Staff costs amounting to EUR 5,391 thousand in 2013 (EUR 8,709 thousand in 2012) relating to the ACS, Actividades de Construcción y
Servicios, S.A. share option plans were recognised under "Wages and salaries" in the consolidated income statement.
The average number of employees at Group companies in 2013 was 164,750 (164,342 employees in 2012).
The detail of the average number of employees, by professional category and gender, is as follows:
Average number of employees
Category
2013
Men
University graduates
Women
2012
TOTAL
Men
Women
TOTAL
23,718
6,248
29,966
24,280
6,308
6,078
1,622
7,700
5,820
1,677
7,497
11,424
1,489
12,913
10,727
1,415
12,142
Clerical personnel
3,367
6,357
9,724
3,462
6,354
9,816
Other employees
95,353
9,094
104,447
96,047
8,252
104,299
139,940
24,810
164,750
140,336
24,006
164,342
Junior college graduates
Non-graduate line personnel
Total
30,588
The distribution of the average number of employees, by line of business, was as follows:
Number of employees
2013
2012
Construction
93,770
94,357
Industrial Services
40,165
40,276
Environment
30,762
29,654
53
55
164,750
164,342
Corporate Unit and Other
Total
28.03. Share-based payment systems
At its meeting held on 27 May 2010, the Board Executive Committee agreed to set up a share option plan, in keeping with the resolution adopted
by the shareholders at the Annual General Meeting held on 25 May 2009, and at the request of the Appointments and Remuneration Committee.
The features of this Plan are as follows:
- Number of shares: 6,203,454 shares
- Beneficiaries:
57 executives:
1 executive with 936,430 shares, 4 executives with between 752,320 and 351,160 shares; 8 executives with 92,940 shares;
16 executives with 69,708 shares and 28 executives with 46,472 shares.
- Acquisition price:
EUR 34.155 per share.
The options may be exercised in two equal parts, cumulative if the beneficiary so wishes, during the fourth and fifth years after 1 May 2010,
inclusive. However, in the case of an employee is terminated without just cause or if it is the beneficiary's own will, the options may be exercised
six months following the event in question in the cases of death, retirement, early retirement or permanent disability, and after 30 days in all other
cases. Tax withholdings and the taxes payable as a result of exercising the share options will be borne exclusively by the beneficiaries. The
method for exercising the option is settled through equity instruments. No options relating to this plan were exercised in 2013 or 2012.
The commitments arising from this plan are hedged through a financial institution (see Note 22). In relation to the aforementioned plan, the share
options are to be settled through equity instruments and never in cash. However, since the Group has hedged the commitments arising from
these plans with a financial institution, their settlement shall not involve, under any circumstances, the issue of equity instruments additional to
100
those outstanding at 31 December 2013 and 2012. In 2013 EUR 5,391 thousand (see Note 28.02) (EUR 8,709 thousand in 2012) related to
share-based remuneration were recognised under staff costs in the consolidated income statement, with a balancing entry in equity. For the
calculation of the total cost of the aforementioned share plans, the Company considered the financial cost of the shares on the date on which the
plan was granted based upon the futures curve on the notional value of each of them, the effect of the estimate of future dividends during the
period, as well as the “put” value granted to the financial institution by applying the Black Scholes formula. This cost is distributed over the years
of plan irrevocability.
The stock market price of ACS shares at 31 December 2013, was EUR 25.020 (EUR 19.040 at 31 December 2012).
Within the Hochtief Group there are also share-based payment remuneration systems for the group's management. These plans were set up in
2004, following the sale of the ownership interest of RWE in Hochtief, A.G. and have continued up to the present year. All of these share option
plans form part of the remuneration system for senior executives of Hochtief, A.G., and long-term incentive plans. The total amount provisioned
for these share-based payment plans amounted to EUR 20,095 thousand at 31 December 2013 (EUR 21,456 thousand at 31 December 2012).
The effect on the consolidated income statement for 2013 and 2012 in this connection was not significant. To hedge the risk of exposure to
changes in the market price of the Hochtief, A.G. shares, it has a number of derivatives which are not considered to be accounting hedges.
The following Group-wide share-based payment systems were in force for managerial staff of Hochtief Aktiengesellschaft and its affiliates in
2013:
Long-term Incentive Plan 2008
The Long-term Incentive Plan intended for issue in 2008 was already launched as the Long-term Incentive Plan 2008 (LTIP 2008) by resolution
of the Supervisory Board in November 2007 and is open to Executive Board members and upper managerial employees of Hochtief
Aktiengesellschaft and its affiliates. Alongside grants of stock appreciation rights (SARs), LTIP 2008 also provided for grants of stock awards.
The plan ended in 2013.
The SARs could only be exercised if, for at least ten consecutive stock market trading days before the exercise date, the ten-day average
(arithmetic mean) stock market closing price of Hochtief stock was higher relative to the issue price compared with the ten-day average closing
level of the MDAX index relative to the index base (relative performance threshold) and, additionally, return on net assets (RONA) in the then
most recently approved set of consolidated financial statements was at least 10% (absolute performance threshold). The relative performance
threshold was waived if the average stock market price of Hochtief stock exceeded the issue price by at least 10% on ten consecutive stock
market trading days after the end of the waiting period.
Provided that the targets were met, the SARs could be exercised at any time after a two-year waiting period except during a short period before
publication of any business results. When SARs were exercised, the issuing entity
paid out the difference between the then current stock price and the issue price. The difference was capped at 50% of the issue price.
The LTIP conditions for stock awards stipulated that for each stock award exercised within a two-year exercise period following a three-year
waiting period, entitled individuals received at Hochtief Aktiengesellschaft’s discretion either a Hochtief share or a compensatory cash amount
equal to the closing price of Hochtief stock on the last stock market trading day before the exercise date. The gain on each stock award was
limited to 150% of the stock market closing price on the day before the issue date.
The SARs could not be exercised in 2013.
Retention Stock Awards 2008
In May 2008, the Supervisory Board adopted a resolution to launch for members of the Executive Board, on the basis of LTIP 2008 (stock
awards), a Retention Stock Award plan (RSA 2008) consisting of three tranches and running for seven years, and granted a first tranche of
awards under the plan. The conditions for the first tranche of RSA 2008 differ from LTIP 2008 (stock awards) solely with regard to the cap, which
is set at EUR 160 per stock award. The second tranche was granted in March 2009. The conditions for the second tranche differ from LTIP 2008
(stock awards) solely in the time frame being one year later and with regard to the cap, which is set for the second tranche at EUR 66.50 per
stock award. The third tranche was granted in March 2010. The conditions for the third tranche differ from LTIP 2008 (stock awards) solely in the
time frame being two years later and with regard to the cap, which is set for the third tranche at EUR 133.12 per stock award.
The first tranche was exercised in full by the members of the Executive Board in 2011.
Top Executive Retention Plan 2008
The Executive Board also resolved in June 2008 to launch a Top Executive Retention Plan 2008 (TERP 2008) for selected managerial
employees.
101
This plan is likewise based on stock awards and consists of three tranches. The first tranche was granted in July 2008, the second in July 2009,
and the third in July 2010.
The total term of the plan is ten years. The waiting period after the granting of each tranche is three years. The exercise period is between five
and seven years, depending on the tranche.
The conditions stipulate that, after the waiting period, entitled individuals receive for each stock award either a Hochtief share or, at Hochtief
Aktiengesellschaft’s discretion, a compensatory cash amount equal to the closing price of Hochtief stock on the last stock market trading day
before the exercise date. The gain is capped for each year of the exercise period. The cap rises annually up to a maximum gain at the end of the
term. The maximum gain is set to EUR 160 per stock award for the first tranche, EUR 81.65 for the second tranche, and EUR 166.27 for the third
tranche.
The Long-term Incentive Plan 2009 (LTIP 2009) was launched by resolution of the Supervisory Board in 2009 and is open to Executive Board
members and upper managerial employees of Hochtief Aktiengesellschaft and its affiliates. The conditions do not differ in any material respect
from those of LTIP 2008. The maximum gain is set to EUR 40.10 per stock award.
The SARs have been exercised in full.
members and upper managerial employees of Hochtief Aktiengesellschaft and its affiliates. Except for the longer waiting period (four years
instead of two) for the SARs, the conditions do not differ in any material respect from those of LTIP 2009. The maximum gain is set to EUR 81.83
per stock award.
members and upper managerial employees of Hochtief Aktiengesellschaft and its affiliates.
The conditions do not differ in any material respect from those of LTIP 2010. The maximum gain is set to EUR 98.01 per stock award.
members and upper managerial employees of HOCHTIEF Aktiengesellschaft and its affiliates.
The plan conditions differ from those of LTIP 2011 in two points:
1.
Return on net assets (RONA) as per the most recently approved Consolidated Financial Statements must be at least 15%.
2.
The waiting time for stock awards was extended from three to four years and the total term of the plan accordingly from five to six years.
The maximum gain is set to EUR 75.81 per stock award.
members. The plan conditions differ from those of LTIP 2012 in only one point:
The number of SARs that can be exercised depends on attainment of the planned value range for adjusted free cash flow. This value range is set
in the business plan for each exercise year.
The maximum gain is set to EUR 73.83 per stock award.
Other information
The conditions of all plans stipulate that on the exercise of SARs or stock awards—and the fulfilment of all other requisite criteria—HOCHTIEF
Aktiengesellschaft normally has the option of delivering HOCHTIEF shares instead of paying out the gain in cash. Where the entitled individuals
are not employees of HOCHTIEF Aktiengesellschaft, the expense incurred on exercise of SARs or stock awards is met by the affiliated company
concerned.
102
The quantities of SARs and stock awards granted, expired, and exercised under the plans are as follows:
Originally
granted
Outstanding at
31 Dec. 2012
Granted in
2013
Expired
in 2013
Exercised /
settled in 2013
Disposal /
sale 2013
Outstanding at
31 Dec. 2013
LTIP 2008 – SARs
304,575
194,695
–
194,695
–
–
–
LTIP 2008 – stock awards
101,985
14,425
–
1,525
12,900
–
–
TERP 2008/Tranche 1
130,900
41,300
–
–
36,500
–
4,800
TERP 2008/ Tranche 2
359,000
133,200
–
–
38,300
9,400
85,500
TERP 2008/ Tranche 3
174,100
159,500
–
–
132,600
–
26,900
RSA 2008/ Tranche 2
347,478
187,104
–
–
106,916
–
80,188
RSA 2008/ Tranche 3
146,884
146,884
–
–
106,824
–
40,060
273,400
1,600
–
–
600
500
500
LTIP 2010 – SARs
353,200
247,200
–
11,700
–
33,000
202,500
166,000
114,750
–
500
100,750
2,900
10,600
LTIP 2011 – SARs
275,250
219,300
–
9,400
–
29,650
180,250
124,850
94,100
–
3,750
5,500
12,550
72,300
LTIP 2012 – SARs
457,406
439,406
–
35,800
–
63,100
340,506
82,991
79,631
–
5,985
7,447
11,370
54,829
LTIP 2013 – SARs
–
–
38,288
–
–
–
38,288
–
–
9,297
–
–
–
9,297
Provisions recognized for the stated share-based payment arrangements totalled EUR 20,095 thousand as of the balance sheet date (2012:
EUR 21,456 thousand). Further provisions totalling EUR 1,850 thousand were reported in the prior year as part of liabilities associated with
assets held for sale. The total expense recognized for the stated arrangements in 2013 was EUR 17,334 thousand (2012: EUR 10,949
thousand). The intrinsic value of SARs exercisable at the end of the reporting period was EUR 7,658 thousand (2012: EUR 7,589 thousand).
28.04. Operating leases
The most significant information relating to the operating leases held by the Group as lessee is as follows:
Thousands of Euros
2013
Lease payments under operating leases recognised in profit for the year
682,213
2012
751,695
At the end of the reporting period, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating
leases, which fall due as follows:
Thousands of Euros
2013
2012
Within one year
400,254
Between two and five years
946,684
345,820
730,924
Over five years
178,716
132,500
The Group does not have any material operating leases as a lessor.
28.05. Changes in fair value of financial instruments
This heading includes the effect on the income statement of derivative instruments which do not meet the efficiency criteria provided in IAS 39, or
which are not hedging instruments. The most significant effect at 31 December 2013 relates to the market value of the derivative financial
instruments held at year end in relation to Iberdrola, S.A. shares, which represented gains of EUR 404,050 thousand (EUR 232,333 thousand in
2012) and to the gains from the derivatives on ACS shares amounting to EUR 151,714 thousand, as described in Note 22.
The most significant losses in 2012 were a result of the measurement of the derivative of the ACS Group's 2010 share option plan and the
market value of certain derivatives amounting to EUR 60,751 thousand.
103
28.06. Financial income
At 31 December 2013, finance income includes, among other items, the dividends from Iberdrola, S.A. amounting to EUR 102,540 thousand (EUR
223,435 thousand in 2012), as well as interest on loans to associates, deposits and current accounts held by the ACS Group.
28.07. Other gains or losses
At 31 December 2013, this heading includes, among other items, the net reversal of operating allowances in the Industrial Services area, as well
as the operating allowances related to certain projects in the Construction area.
29.
Impairment and gains or losses on disposals of financial instruments
In 2013 this heading of the accompanying consolidated income statement includes, mainly, the proceeds from the sale of Leighton's
telecommunication business amounting to EUR 154,282 thousand. The aforementioned proceeds include the effect of the recognition of the fair
value of 30% of the ownership interest which it still holds, the proceeds from the sale of the Hochtief airports and Hochtief's facility management
business to SPIE, S.A. Likewise, this heading includes the provisions (net of reversals) related to the contingent liabilities held by the ACS Group
amounting to EUR 92,965 thousand, the effect of the first quarter impairment of the ownership interest in Iberdrola amounting to EUR 20,498
thousand, as well as the loss of EUR 56,199 thousand due to the reclassification of the translation difference existing at the time of the purchase
of Leighton Welspun Contractors mentioned in Note 02.02 f) to the income statement.
This heading for 2012 included the losses incurred in relation to the sale of the 3.69% share capital of Iberdrola, the impairment losses on the
1.22% ownership interest, and the additional losses as a result of the Residencial Monte Carmelo, S.A. transactions and the equity swap of
Iberdrola, the transactions of which are described in Note 10.01. In 2012 also noteworthy were the gains on the sale of the 10.28% holding of
Abertis Infraestructuras, S.A. amounting to EUR 196,699 thousand.
30. Distribution of profit
As in previous years, at the date of the call notice of the Annual General Meeting, the Parent's Board of Directors agreed to propose an
alternative remuneration system allowing shareholders to receive bonus shares of the Company, or cash through the sale of the corresponding
bonus issue rights. This option would be instrumented through an increase in paid-in capital, which will be subject to approval by the
shareholders at the Annual General Meeting. In the event that it is approved, the increase in paid-in capital may be executed by the Board of
Directors up to two times, in July and at the start of the following year, coinciding with the times when dividends are customarily paid. During each
capital increase, each shareholder of the Company receives a bonus issue right for each share. The free allotment rights will be traded on the
Madrid, Barcelona, Bilbao and Valencia stock exchanges. Depending on the alternative chosen, shareholders would be able to either receive
additional paid-in shares of the Company or sell their bonus issue rights on the market or sell them to the company at a specific price calculated
using the established formula.
The distribution of the profit for 2013 that the Board of Directors of the Parent will propose for approval by the shareholders at the Annual General
Meeting is as follows:

Offset of accumulated losses: EUR 619,571 thousand.

To voluntary reserves: EUR 599,503 thousand.

To the restricted goodwill reserve: EUR 41,208 thousand.
The proposed allocation of loss for 2012, prepared by the directors of the Parent Company consisted of offsetting the loss for the year with a
charge to future profits.
31.
Earnings per share
31.01. Basic earnings per share
Basic earnings per share are calculated by dividing the net profit attributed to the Group by the weighted average number of ordinary shares
outstanding during the year, excluding the average number of treasury shares held in the year.
Accordingly:
104
2013
Net profit for the period (thousands of Euros)
Weighted average number of shares outstanding
2012 ( * )
Change
(% )
701,541
(1,927,933)
n/a
310,211,964
291,343,082
6.48
2.26
(6.62)
(134.14)
-
107,454
(100.00)
-
0.37
(100.00)
2.26
(6.99)
n/a
0.37
(100.00)
(6.99)
n/a
Basic earnings per share (Euros)
Profit after tax and non-controlling interests from discontinued operations
(Thousands of Euros)
Basic earnings per share from discontinued operations (Euros)
Basic earnings per share from continuing operations (Euros)
Diluted earnings per share from discontinued operations (Euros)
Diluted earnings per share from continuing operations (Euros)
2.26
( * ) Data restated
31.02. Diluted earnings per share
In calculating diluted earnings per share, the amount of profit attributable to ordinary shareholders and the weighted average number of shares
outstanding, net of treasury shares, are adjusted to take into account all the dilutive effects inherent to potential ordinary shares (share options,
warrants and convertible debt instruments). For these purposes, it is considered that the shares are converted at the beginning of the year or at
the date of issue of the potential ordinary shares, if the latter were issued during the current period. At 31 December 2013, as a result of the
share capital increase and reduction in February 2014 and March 2014, respectively for the same number of shares, the basic and diluted
earnings per share for continuing operations for 2013 is the same.
At 31 December 2012, the diluted earnings per share were the same as basic earnings per share.
32.
Events after the reporting date
At 16 January 2014, ACS, Actividades de Construcción y Servicios, S.A. resolved to carry out a second share capital increase with a charge to
reserves, approved the shareholders at the Annual General Meeting held on 10 May 2013. The purpose of the transaction is to create a flexible
remuneration formula for the shareholders ("optional dividend"), so that they may opt to continue receiving remuneration in cash or to receive
new Company shares. The negotiation period ended on 13 February 2014 for the bonus issue rights corresponding to the second paid-in capital
increase approved by the shareholders at the Annual General Meeting held on 10 May 2013. The irrevocable commitment to purchasing rights
assumed by ACS has been accepted by holders of 49.5% of the free allotment rights, which has determined the acquisition by ACS of
155,768,093 rights for a total gross amount of EUR 69,472,569.48. The definitive number of ordinary shares issued, of a nominal value of EUR
0.5 each, is 2,562,846, and the nominal value of the corresponding capital increase is EUR 1,281,423 (see Note 15.01).
On 31 January 2014, Hochtief A.G. sold 50% of its ownership interest in aurelis Real Estate at a price close to its carrying amount within its
strategy of divesting non-strategic assets.
In February 2014, the proposed ministry order was published, as indicated in section f) above, which was used to evaluate the impact of the
aforementioned regulation on the ACS Group.
In March 2014, Hochtief, A.G., launched a proportionate takeover bid over the Australian company Leighton Holdings Ltd in order to increase its
current ownership interest from 58.77% to a maximum of 73.82%, at an ex-dividend price per share of AUD 22.50, payable in cash, which will entail a
maximum investment of AUD 1,155 million (approximately, EUR 787 million) which will be financed by Hochtief, A.G. with its own available cash and
credits. The takeover bid is subject to the relevant authorisation and other usual conditions.
On 13 March 2014, ACS, Actividades Finance 2 B.V. (a Dutch wholly-owned subsidiary of ACS, Actividades de Construcción y Servicios, S.A.)
announced that upon completion of the accelerated bookbuild, the amount, the interest rate and the conversion price as well as the definitive
conditions of the exchangeable bond issue over Iberdrola shares have been set, as follows:


The final amount of the issue totalled EUR 405.6 million.
The bonds which were issued at par will mature on 27 March 2019, unless they are exchanged or redeemed early. The price for redeeming
the bonds on maturity will be 100% of the nominal value, unless they are exchanged.


The bonds accrue annual nominal fixed interest of 1.625%, payable quarterly in arrears.
The bonds will be exchangeable, at the choice of the bondholders, for 63,187,412 ordinary shares of Iberdrola, representing approximately
0.9914% of its share capital. However, in accordance with the terms and conditions of the bonds, the Issuer may opt, when the bondholders
exercise their exchange right, to deliver the corresponding number of Iberdrola shares, cash or a combination thereof.
105

The conversion price of the bonds is EUR 6.419 per each Iberdrola share, representing a premium of 32.5% over the weighted average
quoted price of these shares since the announcement of the issue until the time it was set. As of 17 April 2017 (3 years and 21 days from
the closing date), the Company will have the option of redeeming the bonds early at par if the value of the Iberdrola shares exceeds 130%
of the conversion price applicable during at least 20 trading days in any period of 30 consecutive trading days.

The bondholders will have the right to redeem their bonds early from the Issuer for an amount equal to the sum of the nominal amount and
the interest accrued:

o
on 27 March 2017 (3 years from the closing date); and
o
in the event that there is any change of control of ACS (as this concept is defined under the terms and conditions of the bonds).
The subscription and payment of the bonds will take place at the closing date, initially set for 27 March 2014 provided that the conditions
envisaged in the subscription agreement that the Company, Issuer and the Underwriter signed on 13 March 2014 with the Lead Managers.

As part of the subscription agreement, the Issuer, the Company and the Underwriter have formalised a lock-up agreement, from the
signature date for a period of 90 days from the subscription and payment of the bonds, pursuant to which they undertake not to perform any
issues, offers or sales of the shares offered in exchange or in similar transactions in relation to the Iberdrola shares and/or any convertible
or exchangeable security for Iberdrola shares, subject to certain exceptions.

On 17 March 2014, a request was made to list the bonds on the open market (Freiverkehr) (a multilateral trading facility) on the Frankfurt
Stock Exchange.
On 18 March 2014, ACS, Actividades de Construcción y Servicios, S.A. reduced its share capital by EUR 1,281,423 relating to 2,562,846
ordinary shares of EUR 0.5 par value each through the retirement of the Parent's treasury shares.
In using the authorisation granted by the shareholders at the Annual General Meeting held on 25 May 2009 and in executing the resolution of the
Board of Directors of 27 February 2014, ACS, Actividades de Construcción y Servicios, S.A., on 20 March 2014 has formally executed a Euro
Commercial Paper (ECP) programme for a maximum amount of EUR 750 million, which has been subscribed by the Irish Stock Exchange.
Santander Global Banking & Markets is the programme implementation coordinator (arranger), the entity who also acts as designated
intermediary (dealer). By means of this programme, ACS will be able to issue promissory notes maturing between 1 and 364 days, thereby
enabling it to diversify its means of obtaining financing on capital markets.
33.
Related party balances and transactions
Transactions between the Parent and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in
this Note. Transactions between the Group and its associates are disclosed below. Transactions between the Parent and its subsidiaries and
associates are disclosed in the Parent's individual financial statements.
The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and,
therefore, the Company's directors consider that there are no material risks in this connection that might give rise to significant liabilities in the
future.
33.01. Transactions with associates
In 2013 Group companies performed the following transactions with related parties which do not form part of the Group:
Thousands of Euros
2013
Sale of goods and services
66,180
Purchase of goods and services
Accounts receivable
2012
101,340
7,466
8,868
1,066,393
1,585,106
360,213
489,960
Accounts payable
Transactions between related parties are carried under normal market conditions.
33.02. Balances and transactions with other related parties
Information relating to the transactions with related parties carried out in 2013 is disclosed in accordance with the Order EHA/3050/2004, of 15
September of the Ministry of Economy and Finance and the CNMV Circular 1/2005, of 1 April.
Transactions between individuals, companies or Group entities related to Group shareholders or directors
The transactions performed in 2013 were as follows (in thousands of euros):
106
2013 Related transactions
Expenses and revenue
Directors
and
managers
Significant
shareholders
Iberostar
Group
Total
Other related parties
Total
Terratest
Técnicas
Especiales,
S.A.
Rosán
Inversiones,
S.L.
Fidalser,
S.L.
Total
Zardoya
Otis, S.A.
Indra
March-JLT,
S.A.
Total
Management or cooperation
agreements
-
-
-
-
-
1,046
-
-
-
1,046
1,046
Leases
-
-
-
177
-
-
-
-
-
177
177
Reception of services
-
-
-
125
-
548
1,678
1,496
-
3,847
3,847
Other expenses
-
-
-
-
-
-
-
-
38,110
38,110
38,110
Expenses
-
-
-
302
-
1,594
1,678
1,496
38,110
43,180
43,180
Provision of services
553
553
257
-
384
-
2,362
-
-
2,746
3,556
Revenue
553
553
257
-
384
-
2,362
-
-
2,746
3,556
Significant shareholders
Banca
March
Other transactions
Banco
Sabadell
Total
Lynx
Capital, S.A.
Fidalser, S.L.
Total
Total
Financing agreements: Loans and capital contributions
(lender)
52,630
52,630
750,534
-
-
750,534
803,164
Guarantees given
30,820
30,820
-
-
-
-
30,820
-
-
-
326
679
1,005
1,005
23,813
23,813
-
-
-
-
23,813
Dividends and other distributed profit
Other transactions
The transactions performed in 2012 were as follows (in thousands of euros):
2012 Related
transactions
Directors
and
managers
Significant
shareholders
Management or
cooperation agreements
-
-
-
-
-
3,211
Leases
-
-
-
182
-
Reception of services
-
-
-
66
Other expenses
-
-
-
-
Expenses
Total
Total
Terratest
Técnicas
Especiales,
S.A.
Iberostar
Group
Total
Fidalser,
S.L.
Rosán
Inversiones,
S.L.
Expenses and revenue
Zardoya
Otis, S.A.
March-JLT,
S.A.
-
-
-
3,211
3,211
-
-
-
-
182
182
-
1,092
2,756
1,113
-
5,027
5,027
-
-
-
-
41,806
41,806
41,806
Indra
Total
-
-
-
248
-
4,303
2,756
1,113
41,806
50,226
50,226
Provision of services
538
538
97
-
276
-
2,130
5
-
2,411
3,046
Revenue
538
538
97
-
276
-
2,130
5
-
2,411
3,046
Other transactions
Significant
shareholders
Banca
March
Fidwei
Inversiones,
S.L.
Banco
Sabadell
Total
Lynx Capital,
S.A.
Total
Fidalser,
S.L.
Total
Financing agreements: Loans and capital
contributions (lender)
52,120
52,120
859,603
-
-
-
859,603
911,723
Guarantees given
41,120
41,120
-
-
-
-
-
41,120
-
-
-
554
674
1,059
2,287
2,287
30,645
30,645
-
-
-
-
-
30,645
Dividends and other distributed profit
Other transactions
At 31 December 2013, the outstanding balance payable to Banca March for credit facilities and loans granted to ACS Group companies
amounted to EUR 47,812 thousands (EUR 47,075 thousand in 2012). The transactions being maintained at 31 December 2013, in accordance
107
with the information available regarding ACS Group companies, amounted to EUR 35,988 thousand (EUR 22,893 thousand at 31 December
2012) in guarantees, EUR 14,079 thousand (EUR 18,123 thousand at 31 December 2012) in reverse factoring transactions to suppliers.
At 31 December 2013, the balance payable to Banco Sabadell amounted to EUR 205,393 thousand (EUR 261,191 thousand in 2012) for loans
and credit facilities granted to ACS Group companies. Accordingly, the transactions maintained by this bank at 31 December 2013, in
accordance with the information available regarding ACS Group companies, amounted to EUR 415,600 thousand (EUR 209,706 thousand at 31
December 2012) in guarantees and sureties, EUR 16,858 thousand (EUR 35,429 thousand at 31 December 2012) in reverse factoring
transactions to suppliers.
Banca March is considered to be a significant shareholder given that it is a shareholder of Corporación Financiera Alba, S.A., the main direct
shareholder of ACS, Actividades de Construcción y Servicios, S.A. Banca March has performed typical transactions relating to its ordinary course
of business such as granting loans, providing guarantees for bid offers and/or the execution of works, reverse factoring and non-recourse
factoring to several ACS Group companies.
The Iberostar Group is disclosed due to its tie as a direct shareholder of ACS, Actividades de Construcción y Servicios, S.A. As a tourism and
travel agency, this Group has provided services to ACS Group companies as part of its business transactions. In addition, the ACS Group has
mainly carried out air-conditioning activities in hotels owned by Iberostar.
Directors and Executives includes a housing construction contract between Dragados, S.A. and the Director Joan David Grimà Terré entered into
in 2013 for EUR 2,534 thousand of which EUR 257 thousand were billed in 2013.
Rosan Inversiones, S.L. is listed due to its relationship with the Chairman and CEO of the Company which holds a significant ownership interest
through Inversiones Vesan, S.A., since it has received services by part of certain Group companies in 2013 and 2012.
The transactions with other related parties are listed due to the relationship of certain board members of ACS, Actividades de Construcción y
Servicios, S.A. with companies in which they are either shareholders or senior executives. In this regard, the transactions with Fidalser, S.L., Terratest
Tecnicas Especiales, S.A., Fidwei Inversiones, S.L. and Lynx Capital, S.A. are listed due to the relationship of the director, Pedro Lopez Jimenez,
with these companies. Transactions with Indra are listed due to its relationship with the director Javier Monzon. The transactions performed with the
Zardoya Otis, S.A. are indicated due to its relationship with the director José María Loizaga. The transactions with Banco Sabadell are listed due the
bank's relationship with the director Javier Echenique. The transactions with the insurance broker, March-JLT, S.A., are listed due to the company's
relationship with Banca March, although in this case the figures listed are intermediate premiums paid by ACS Group companies, rather than
considerations for insurance brokerage services.
"Other transactions" includes all transactions not related to the specific sections included in the periodic public information reported in accordance
with the regulations published by the CNMV. In 2013 "Other transactions" related exclusively to Banca March, since it is the main shareholder of
Corporación Financiera Alba, S.A., which is a direct shareholder of the ACS Group. Banca March, as a financial institution, provides various
financial services to ACS Group companies in the ordinary course of business amounting to a total EUR 23,813 thousand (EUR 30,645 thousand
in 2012), and in this case they relate to the reverse factoring lines of credit for suppliers.
All these commercial transactions were carried out on an arm’s length basis in the ordinary course of business and relate to the normal
operations of the Group companies.
The transactions performed between ACS consolidated Group companies were eliminated in the consolidation process and form part of the normal
business activities of the companies in terms of their company object and conditions. The transactions were carried out on an arm's length basis and
they do not have to be disclosed to present fairly the equity, financial position and results of the operations of the Group.
In accordance with the information available to ACS, Actividades de Construcción y Servicios, S.A., the members of the Board of Directors were not
involved in any conflicts of interest in 2013 or 2012, in accordance with that indicated in article 229 of the Spanish Companies Law.
34.
Board of Directors and senior executives
In 2013 and 2012 the Board members of ACS, Actividades de Construcción y Servicios, S.A. received the following remuneration either as
members of the boards of directors of the Parent and the Group companies or as senior executives of Group companies.
Thousands of Euros
2013
2012
Fixed remuneration
3,961
3,862
Variable remuneration
4,006
3,885
2,825
2,734
’
By-law stipulated director s emoluments
Other
1
1
Total
10,793
10,482
108
EUR 1,119 thousand were charged to income in relation to share options granted to members of the Board of Directors with executive duties in 2013
(EUR 1,808 thousand 2012). This amount relates to the proportion of the value of the plan at the date on which it was granted.
The benefits relating to pension funds and plans, and life insurance premiums are as follows:
Thousands of Euros
Other Benefits
2013
Pension funds and plans: contributions
2012
1,805
1,811
16
16
Life insurance premiums
The amount recognised under "Pension funds and plans: Contributions” includes the portion corresponding to the payments made by the
Company in 2013.
The ACS Group has not granted any advances, loans or guarantees to any of the board members.
34.01. Transactions with members of the Board of Directors
The transactions with members of the Board of Directors or with companies in which they have an ownership interest giving rise to a relation with
the ACS Group are indicated in Note 33.02 on transactions with related parties.
34.02. Remuneration of senior executives
The remuneration of the Group's senior executives in 2013 and 2012, excluding those who are simultaneously executive directors, was as
follows:
Thousands of Euros
2013
Salaries (fixed and variable)
2012
24,638
21,025
Pension Plans
1,599
1,690
Life insurance
29
25
The increase in remuneration between 2012 and 2013 is due, on the one hand, to the increase in the number of people considered senior
executives in 2013 and, on the other, to the additional compensation paid to those executives working abroad. In addition, EUR 4,272 thousand
were charged to the consolidated income statement in relation to share options granted to the Group's senior executives in 2013 (EUR 6,901
thousand in 2012). Similarly, as indicated in the case of directors, the amounts relate to the proportion of the value of the plan on the date it was
granted.
With regard to the Group's senior executives, in 2012 only one transaction was recognised with Group companies, which consisted of purchasing
assets for EUR 453 thousand on an arm's-length basis.
35.
Other disclosures concerning the Board of Directors
Pursuant to Article 229 of the Spanish Companies Law, following is a detail of the companies engaging in an activity that is identical, similar or
complementary to the activity that constitutes the company object of ACS, Actividades de Construcción y Servicios, S.A., in which the members of the
Board of Directors at 2013 year-end own equity interests, and of the functions, if any, that they discharge thereat:
Owner
Joan David Grimá Terré
Pedro López Jiménez
Investee
Cory Environmental Management Limited
GTCEISU Construcción, S.A. (the
Terratest Group)
Line of Business
Ownership
Interest
Environment
0.000%
Special Foundations
45.00%
Function
Board Member
Chairman (through
Fapindus, S.L.)
109
Owner
Investee
Line of Business
Santos Martinez-Conde
Fomento de Construcciones y Contratas,
Gutiérrez-Barquín
S.A.
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Técnicas Reunidas, S.A.
Repsol YPF, S.A.
Indra Sistemas, S.A.
Construction and Services
Construction of Industrial
Facilities
Energy
Information technologies
and defence systems
Ownership
Function
Interest
0.004%
None
0.002%
None
0.001%
None
0.005%
Board Member
Endesa, S.A.
Energy
0.000%
None
Ferrovial, S.A.
0.001%
None
Telefónica, S.A.
Telephony
0.001%
None
Abertis Infraestructuras, S.A.
Concessions
0.001%
None
Gás Natural SDG, S.A.
Energy
0.001%
None
Enagás, S.A.
Energy
0.002%
None
Iberdrola, S.A.
Energy
0.001%
None
Julio Sacristán Fidalgo
Concessions
0.000%
None
José Luis del Valle Pérez
Del Valle Inversiones, S.A.
Real estate
33.33%
Director acting severally
Sagital, S.A.
5.10%
None
Juan March de la Lastra
0.012%
Board Member
Antonio García Ferrer
Ferrovial, S.A.
0.000%
None
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Gutiérrez-Barquín
Private security and integral
building maintenance
Information technologies
and defence systems
Also pursuant to the aforementioned law, set forth below are the activities carried on, as independent professionals or as employees, by the
various members of the Board of Directors that are identical, similar or complementary to the activity that constitutes the company object of ACS,
Actividades de Construcción y Servicios, S.A. for 2013.
Name
Activity performed
Type of
arrangement
Company through which the
activity is performed
Position or function at the company
concerned
Pablo Valbona Vadell
Finance
Employee
Banca March, S.A.
First Deputy Chairman
Manuel Delgado Solís
Construction
Employee
Dragados, S.A.
Board Member
Javier Echenique Landiribar
Finance
Employee
Banco Sabadell
Deputy Chairman
110
Name
Activity performed
Type of
arrangement
concerned
Energy
Employee
Repsol YPF, S.A.
Board Member
Paper
Employee
Ence, S.A.
Board Member
Industrial Services
Employee
ACS, Servicios, Comunicaciones
y Energía, S.L.
Board Member
Holding
Employee
Corporación Financiera Alba, S.A.
Deputy Chairman
Information Technologies
Employee
Board Member
Finance
Employee
Banca March, S.A.
Deputy Chairman
José María Loizaga Viguri
Lifts
Employee
Zardoya Otis, S.A.
Deputy Chairman
José María Loizaga Viguri
Venture Capital
Cartera Industrial REA, S.A.
Chairman
Construction
Employee
Dragados, S.A.
Board Member
Industrial Services
Employee
y Energía, S.L.
Board Member
Urban services and concessions
Employee
ACS, Servicios y Concesiones,
S.L.
Board Member
Agustín Batuecas Torrego
Transport interchange
Employee
Intercambiador de Transporte de
Avenida de América
Chairman
Rail transport of goods
Employee
Continental Raíl, S.A.
Individual representing Continental
Auto, S.L. Chairman and CEO
Employee
Intercambiador de Transportes
Príncipe Pío S.A.
Auto, S.L. Chairman
Employee
Intercambiador de Transportes
Plaza de Castilla, S.A.
Auto, S.L., Board Member
Rail transport of goods
Employee
Construrail, S.A.
Board Member
Pedro José López Jiménez
Employee
Hochtief, A.G.
Board Member
Construction
Employee
Leighton Holdings Ltd.
Board Member
Industrial Services
Employee
y Energía, S.L.
Deputy Chairman
Construction
Employee
Dragados, S.A.
Acting Chairman and
Deputy Chairman
Employee
S.L.
Acting Chairman and
Deputy Chairman
Special Foundations
Employee
GTCEISU Construction, S.A.
Chairman
(through Fapindus, S.L.)
Santos Martínez-Conde
Gutiérrez-Barquín
Finance
Employee
Banca March, S.A.
Board Member
Independent
Professional
111
Name
Activity performed
Type of
arrangement
concerned
Gutiérrez-Barquín
Holding
Employee
Alba Participaciones, S.A.
Chairman
Gutiérrez-Barquín
Steel
Employee
Acerinox, S.A.
Board Member
Gutiérrez-Barquín
Employee
Board Member
Gutiérrez-Barquín
Holding
Employee
Corporación Financiera Alba, S.A.
Board Member - CEO
Javier Monzón de Cáceres
Employee
S.L.
Board Member
Javier Monzón de Cáceres
Employee
Chairman
Miguel Roca Junyent
Infrastructure Concessions
Employee
Non-Board Member secretary
Miguel Roca Junyent
Finance
Employee
Banco Sabadell, S.A.
Non-Board Member secretary
Miguel Roca Junyent
Energy
Employee
Endesa
Independent External Board
Members
Álvaro Cuervo García
Stock Exchange
Employee
BME-Bolsas y Mercados
Españoles, S.A.
Board Member
Employee
S.L.
Board Member secretary
Industrial Services
Employee
y Energía, S.L.
Construction
Employee
Dragados, S.A.
Engineering and Assembly work
Employee
Cobra Gestión de
Infraestructuras, S.L.
Integral Maintenance
Employee
Clece, S.A.
Chairman
Investments
Employee
Del Valle Inversiones, S.A.
Director acting severally
Employee
Hochtief, A.G.
Member of the Supervisory Board
Joan David Grimá Terré
Environment
Employee
Cory Environmental Management
Limited
Board Member
Florentino Pérez Rodríguez
Holding
Independent
Professional
Inversiones Vesán, S.A.
Board Member
Julio Sacristán Fidalgo
Holding
Employee
Inversiones Vesán, S.A.
Board Member
Sabina Fluxá Thienemann
Tourism
Employee
Iberostar Hoteles y
Apartamentos, S.L.
Board Member
In 2013 the ACS Group had commercial relationships with companies in which certain of its directors hold management functions. All these
commercial transactions were carried out on an arm's length basis in the ordinary course of business, and related to ordinary Group transactions.
The members of the Company's Board of Directors have had no conflicts of interest over the year.
112
36.
Guarantee commitments to third parties
At 31 December 2013, the ACS Group had provided guarantees to third parties in connection with its business activities totalling EUR 18,428,840
thousand (EUR 22,649,600 thousand in 2012).
Of the guarantees listed in the previous paragraph, those obtained by Hochtief, A.G. are of particular note. In this connection the syndicated
guarantee lines obtained by Hochtief A.G. in 2007 were refinanced together with a syndicated credit facility in December 2011, with a combined
credit and guarantee line of EUR 2,000,000 thousand by an international syndicate of banks. The guarantee tranche amounted to EUR
1,500,000 thousand, of which EUR 1,020,000 thousand had been used at year end and at 31 December 2013 the cash tranche of EUR 500,000
thousand has not been drawn down (EUR 200,000 thousand at 31 December 2012). This line is available for ordinary activities, mainly relating to
the concession are and Europe division of Hochtief, and has been granted for a five year term, expiring on 13 December 2016.
The Hochtief Group also has undrawn guarantee lines amounting to EUR 5,640,000 thousand from insurance companies and banks (EUR
6,110,000 thousand at 31 December 2012).
Hochtief A.G. has arranged a limited guarantee line for US insurance companies in relations to the obligations of the Turner and Flatiron Groups. This
is the type of Financing used in the United Sates to guarantee the performance of public works and for certain clients. As in the previous year, the
financing totalled USD 6,500,000 thousand of which USD 4,027,000 thousand has been used in 2013 (USD 5,191,000 thousand in 2012). The
guarantee furnished by Hochtief has never been called and it is not projected that this will occur in the future.
Likewise, in addition to that mentioned in the previous paragraphs, other ACS Group companies have guarantees and commitments in relation to
bonding lines arranged as security for the execution of transactions performed by ACS Group companies in the United States, Canada and the
United Kingdom with various insurance companies, amounting to EUR 3,310,149 thousand.
The Group's directors do not expect any material liabilities additional to those recognised in the accompanying consolidated statement of
financial position to arise as a result of the transactions described in this Note.
The contingent liabilities include the ordinary liability of the companies with which the Group carries on its business activities. Normal liability is
that concerning compliance with the contractual obligations undertaken in the course of construction, industrial services or urban services by the
companies themselves or the unincorporated joint ventures in which they participate.
This coverage is achieved by means of the corresponding guarantees provided to secure the performance of the contracts, compliance with the
obligations assumed in the concession contracts, etc.
All of the project financing, including that recognised under "Non-current assets in projects" as well as that recognised under "Non-current asset
held for sale and discontinued operations" on the accompanying consolidated statement of financial position, whether fully consolidated or
consolidated using the equity method, have construction guarantees until their entry into service.
In this connection the Group, in its construction activity has income recognition policies in place based on the collection certainty, in accordance
with the contractual conditions of the agreements it executes. However, as indicated in Note 12, there are certain outstanding balances
receivable which are under dispute with the corresponding customers and even, particularly with regard to international works, which require
certain necessary experts to intermediate as arbitration processes have commenced to resolve them. Accordingly, the Group has significant
balances in large infrastructures in progress abroad of which, the Gorgon Jetty platform (Australia), the gas oil (Iraq) and the wind farm
(Germany) are of particular note with recognised amounts totalling EUR 953.8 million, and over which the Group is involved in negotiations for
their certification and/or collection and, based on prior experiences, the Group does not believe that significant variances will arise with regard to
the amounts ultimately collected.
Lastly, the various Group companies are exposed to the risk of having court and out-of-courts claims filed against them. In this connection, Alazor
Inversiones, S.A. (Alazor), the sole shareholder of Accesos de Madrid, C.E.S.A., the company awarded the Radial 3 and Radial 5 (R3 and R5)
concessions, pursuant to the shareholder agreements entered into at the time, the "non-constructing shareholders" of Alazor have a potential sale
option right over their shares with regard to the "construction shareholders", among which ACS is included.
The Group and its legal advisors consider that the circumstances envisaged contractually in order for the aforementioned option to no longer be
effective or for it no longer to be in force, have been met and, therefore, no financial liability has been recognised in that regard. Accordingly, the
aforementioned concession companies have suffered significant losses since their entry into service, with the consequent alteration of the
financial and economic equilibrium envisaged in the concession and problems settling their financial liabilities and, thus, Alazor and Accesos de
Madrid are subject to insolvency proceedings. Given the discrepancies between the parties' interpretation, an arbitration process is currently
underway which will determine whether or not the sale option is in force. In these cases, the Company's directors consider that the possible effect
on the consolidated financial statements would not be material.
113
The ACS Group's consolidated financial statements for 2013 include a provision for the full amount of the ACS Group's investment in Alazor, as
well as the receivables from Alazor. For the reasons stated above, no liability was recognised for the sale option, which, in any case, would not
be material with regard to the ACS Group's financial statements. In this connection, in February 2014 notification was received that enforcement
proceedings had been initiated regarding the guarantees granted to ACS, Actividades de Construcción y Servicios, S.A., amounting to EUR
73,350 thousand (which includes both the principal and the interest), however, the Company has filed claims related thereto which it considers
will be resolved in its favour.
In relation to the ownership interest held by Hochtief in the Budapest airport, the non-controlling shareholders have the option to sell their interest
in the event of a change of control in Hochtief, at a price that would be set by a third party. One of the non-controlling shareholders has
announced that it is processing the sale option and has initiated arbitration proceedings since, in its opinion, the additional purchase of Hochtief
shares by the ACS Group gave rise to the aforementioned change of control. The arbitration proceedings began in 2011 and it has yet to be
determined when the corresponding arbitration award will be handed down. On 27 September 2013, the sale of Hochtief's indirect ownership
interest in the Budapest airport was closed and, therefore, there is no longer any risk related to the consolidation of the financial debt. With regard
to the recognition of a financial liability in relation to the aforementioned put, the ACS Group considers that it will not be material and therefore it
has not recognised any amount. In this connection, the Group is convinced that the arbitration will be resolved in favour of its interests or, in the
event that it is deemed that a change of control does exist for the purposes of the agreement, that the reference value for the purchase will be
close to zero due to the Airport's financial situation.
37.
Information on the environment
The ACS combines its business aims with the objective of protecting the environment and appropriately managing the expectations of its stakeholders in
this area. The environmental policy of ACS is intended to be a framework in which, on the one hand, the general lines to be followed (principles) are
defined and, on the other hand, the particular features of each business line and each project are collected (articulation).
The principles are the ACS Group's general environmental commitments. These are sufficiently flexible as to accommodate the elements of
policy and planning developed by the companies in the different business areas. In addition, these commitments need to keep within the
requirements of the ISO 14001 Standard:

Commitment to complying with the legislation.

Commitment to preventing pollution.

Commitment to continuous improvement.

Commitment to transparency, communication and the training of Group employees, suppliers, clients and other stakeholders.
In order to be able articulate and deploy a policy on these environmental commitments, the most significant are identified at corporate level and
are compared with each company's management system and the environmental priorities for each business.
These common priorities, which then become common to the majority of the ACS Group members, establish objectives and programs to
individually improve each company.
The following is a table outlining the main common features of ACS Group company management models and summarising their initiatives and
degree of implementation:
Grupo ACS environmental good practices. Degree of implantation
(Expressed as a % of sales)
Environmental management system existence
55.8%
98.9%
ISO14001 certification
68.0%
65.5%
Other certifications (different from ISO14001)
10.6%
11.2%
CO2 emissions reduction objectives defined
71.3%
74.5%
Waste reduction objectives defined
73.2%
95.4%
Water consumption reduction objectives defined
15.1%
53.0%
Biodiversity impact reduction objectives defined
32.8%
55.8%
Employee variable remuneration linked to environmental objectives
25.0%
10.3%
2012
2013
Non-monetary rewards for employees related to environmental performance
0.1%
43.1%
Environmental management system audited by an independent party
55.8%
77.8%
Number of environmental audits carried out in your company
724
1.811
Number of environmental incidents occurred in the year
967
719
Environmental near misses identification systems
33.0%
16.9%
Environmental centralized database existence
71.6%
60.3%
114
The significant level of implementation of an environmental management system, present in companies representing 98.87% of Group sales, is
based on the objective of seeking adoption of the ISO 14001 standard in the majority of the Group’s activities, which is already implemented in
65.52% of ACS Group sales.
The responsibility of overseeing the ACS Group's environmental performance falls to the Environmental Department in each company. In
general, and as summarised in the Management Principles table, the following common, general and most significant characteristics were found
in ACS Group companies’ management of environmental impacts:

They themselves, in a decentralised and autonomous manner, develop their own policies and action plans

They implement projects for certification and/or independent external auditing

They carry out environmental audits.

They have some type of centralised database to collect environmental data.

They have an incident reporting system for detailing near misses relating to environmental matters.
Specifically and operationally, the key environmental measures revolve around four key risks regarding which the ACS Group explicitly positions
itself: the fight against climate change1, fostering of eco-efficiency2, saving water and respect for biodiversity.
Key performance indicators - Environment
Sales certified under ISO14001
Total water consumption (m3)
Ratio: m3 water / Sales (€mn)
Direct emissions (Scope 1) (tCO2 equiv.)
2012
2013
68.0%
65.5%
10,067,651
30,389,759
262.2
792.0
322,758
351,021
Ratio Carbon intensity Scope 1: emissions / sales (€mn)
Indirect emissions (Scope 2) (tCO2 equiv.)
Indirect emissions (Scope 3) (tCO2 equiv.)
Total emissions (tCO2 equiv.)
Ratio Carbon intensity total emissions / sales (€mn))
Non-hazardous waste sent to treatment (t)
Ratio: Non-hazardous waste (t) / Sales (€mn)
Hazardous waste sent to treatment (t)
8.4
9.1
392,331
346,861
10.2
9.0
1,451,662
5,147,151
37.8
134.1
2,166,750
5,845,034
56.4
152.3
1,274,102
3,115,697
33.2
81.2
88,182
268,135
2.3
7.0
Ratio: Hazardous waste (t) / Sales (€mn)
* due to employees traveling and supply chain carbon footprint
The main environmental assets relate to the water treatment facilities, biogas, incineration and leachate systems to prevent and reduce
environmental pollution and damage. At 31 December 2013, the value of these assets, net of depreciation, was EUR 21,499 thousand (EUR
17,511 thousand in 2012).
Environmental expenses incurred in 2013 amounted to EUR 1,561 thousand (EUR 1,979 thousand in 2012).
1
In the environmental data reported, a methodology was used to account for the CO2 emissions, both for 2012 and for 2013. As a result, pursuant to the GHG Protocol
(appendix F) and EPE Protocol (waste sector methodology) which Urbaser has followed in order to calculate its carbon footprint, it classifies the emissions from the
waste and water treatment facilities as indirect, Scope 3 emissions, since it does not own or have operational control within the facilities. The public authorities, as
owners of the facilities, impose the operating requirements, whereas the managing companies are limited to operating them temporarily.
The Scope 1 emissions do not include the data from Leighton since the company's systems do not allow emissions to be calculated for the report's reference year prior
to year end.
2
The 2013 waste data includes information from Leighton, but the 2012 data does not.
115
38.
Auditors’ fees
The fees for financial audit services provided to the various companies in 2013 and 2012 were as follows:
Thousands of Euros
2013
Audit service fees
Main auditor
Other auditors
Fees for tax services
15,189
11,005
11,204
1,981
3,985
871
1,892
Main auditor
493
370
Other auditors
378
1,522
Other services
1,763
3,963
Main auditor
1,572
2,508
Other auditors
Total
39.
2012
12,986
191
1,455
15,620
21,044
Explanation added for translation to English
These consolidated financial statements are presented on the basis of IFRSs as adopted by the European Union. Certain accounting practices
applied by the Group that conform with IFRSs may not conform with other generally accepted accounting principles.
116
APPENDICES
As stated in Note 02 to the financial statements, Appendices I, II, III and IV list the subsidiaries, joint ventures and associates of most significance
in the ACS Group in 2013, including their registered office and the Group's effective percentage of ownership. The effective percentage indicated
in the Appendices includes, in the event it is applicable to subsidiaries, the proportionate part of the treasury shares held by the subsidiary.
The information is grouped in accordance with the management criteria of the ACS Group on the basis of the different business segments or
lines of business carried on.
1.
Corporate Unit
This includes the Parent of the Group, ACS, Actividades de Construcción y Servicios, S.A., and companies with ownership interests mainly
in energy and telecommunications.
2.
Construction
Information is separated on the basis of the two companies heading this line of business:
•
Dragados
This includes both domestic and foreign activities relating to civil construction works (motorways and roads, railways, hydraulic
infrastructures, coasts and ports, etc.), as well as residential and non-residential buildings.
•
Hochtief
This segment includes the activities carried on by the different business segments of this company:
- Hochtief Americas – Its activity is mainly carried on in the USA and Canada and relates to the construction of buildings (public and
private), infrastructures, civil engineering, and educational and Sports facilities.
- Hochtief Asia Pacific – Its activities are carried on by its Australian subsidiary Leighton, noteworthy being construction, mining
contracts and the operation and development of real estate infrastructures.
- Hochtief Europe – This segment mainly operates through Hochtief Solutions A.G., which designs, develops, constructs and operates
infrastructure projects, real estate and facilities.
•
Iridium
It carries out infrastructure promotion and development, both in relation to transport and public facilities, managing different publicprivate collaboration models.
3.
Industrial Services
This segment is engaged in the development of applied engineering services, installations and the maintenance of industrial infrastructures
in the energy, communications and control systems sectors.
4.
Environment
This segment groups together environmental services such as road Cleaning, waste collection and transport, treatment and recycling of
urban, commercial and industrial waste, integral management of the water cycle and urban landscaping.
118
APPENDIX I
Subsidiaries
Company
% Effective Ownership
Registered Office PARENT
ACS, Actividades de Construcción y Servicios, S.A.
ACS Actividades Finance, B.V.
ACS Telefonía Móvil, S.L.
Admirabilia, S.L.
Cariátide, S.A.
Equity Share, S.L.
Funding Statement, S.A.
Major Assets, S. L.
Novovilla, S.L.
Residencial Monte Carmelo, S.A.
Statement Structure, S.A.
Avda. de Pío XII, 102. 28036 Madrid. Spain.
Amsterdam. Holland.
Avda. de Pio XII, 102. 28036 Madrid. Spain
‐
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
CONSTRUCTION ‐ DRAGADOS
Acainsa, S.A.
Aparcamiento Tramo C. Rambla‐Coslada, S.L.
Besalco Dragados, S.A.
Cesionaria Vallés Occidental, S.A.
Comunidades Gestionadas, S.A. (COGESA)
Consorcio Constructor Bahía Chilota, S.A.
Consorcio Constructor Puente Santa Elvira, S.A.
Consorcio Dragados Conpax Dos S.A.
Consorcio Dragados Conpax, S.A.
Consorcio Tecdra, S.A.
Construcciones y Servicios del Egeo, S.A.
Constructora Dycven, S.A.
Constructora Vespucio Norte, S.A.
Construrail, S.A. Continental Rail, S.A.
DRACE Infraestructuras S.A.
Drace Infraestructures UK, Ltd.
Drace Infrastructures USA, Llc.
Dragados Australia PTY Ltd.
Dragados Canadá, Inc.
Dragados Construction USA, Inc.
Dragados CVV Constructora, S.A.
Dragados Inversiones USA, S.L.
Dragados Ireland Limited
Dragados Obra Civil y Edificac México S.A de C.V.
Dragados UK Ltd.
Dragados USA, Inc.
Dragados, S.A.
Dycasa S.A.
Gasoductos y Redes Gisca, S.A.
Geocisa UK Ltd.
Geocisa USA Inc.
Geotecnia y Cimientos, S.A.
Gestifisa, S.A.
Inmobiliaria Alabega, S.A.
John P. Picone Inc.
Lining Precast, L.L.C .
Lucampa, S.A.
Manteniment i Conservació del Vallés, S.A.
Mostostal Pomorze, S.A.
Muelle Melbourne & Clark, S.A.
Newark Real Estate Holdings, Inc.
PA CONEX Sp. z.o.o.
PA Wyroby Betonowe Sp. z.o.o.
Placidus Investments Sp. z.o.o.
Pol‐Aqua Wostok Sp. z.o.o.
Pol‐Aqua, S.A.
Protide, S.A.
Pulice Construction, Inc.
Remodelación Ribera Norte, S.A.
Residencial Leonesa, S.A.
Schiavone Construction Company
Sicsa Rail Transport, S.A.
Sussex Realty, Llc.
Técnicas e Imagen Corporativa, S.L.
TECO Sp. z.o.o.
Tecsa Empresa Constructora, S.A.
Tedra Australia Pty. L.T.D.
Vias Canada Inc.
Vias USA Inc.
Vias y Construcciones UK Limited
Vías y Construcciones, S.A.
Weneda Sp. z.o.o.
C/ Orense, 34‐1º. 28020 Madrid. Spain
Avda. Tajamar nº 183 piso 1º Las Condes. Santiago de Chile. Chile
Avda. Josep Tarradellas, nº 8‐10. 08029 Barcelona. Spain
Avenida Tajamar 183, piso 5.Las Condes. Santiago. Chile
Avenida Tajamar 183, piso 5. Las Condes.Santiago. Chile.
Avda. Vitacura 2939 ofic 2201. Las Condes.Santiago de Chile Chile
Avda. Vitacura 2939 ofic. 2201.Las Condes ‐ Santiago de Chile. Chile.
Almirante Pastene, 244.702 Providencia. Santiago de Chile. Chile.
Alamanas,1 151 25 Maroussi.Atenas. Grecia.
Avda Veracruz Edif. Torreón, Piso 3 Ofic 3‐B, Urbaniz. Las Mercedes.Caracas. Venezuela.
Avda. Vitacura 2939 Of.2201, Las Condes. Santiago de Chile. Chile
C/ Orense, 11. 28020 Madrid. Spain
Avda. del Camino de Santiago, 50. 28050 Madrid. Spain
Regina House second floor, 1‐5 Queen Street.Londres EC4N 15W. United Kingdom
701 5 th Avenue, Suite 7170 Seattle, WA 98104.Washington. United States.
Level 3. 44 Caroline Street.South Yarra VIC 3141. Australia
150 King Street West, Suite 2103.Toronto ON. Canada.
810 Seventh Ave. 9th Fl.New York, NY 10019. United States.
Avda. Vitacura 2939 of.2201.Las Condes.Santiago de Chile. Chile.
Avda. Camino de Santiago, 50 ‐ 28050 Madrid. Spain.
The Oval ,Block 3, end floor 160,Shelbourn Road Dublin 4.Dublin. Ireland.
C/ Hamburgo, 172, piso 1. Juarez Distrito Federal 06000 Mexico
Hill House 1 Little New Street. London EC4A3TR United Kingdom
Avda. del Camino de Santiago, 50. 28050 Madrid. Spain
Avda.Leandro N.Alem.986 Piso 4º.Buenos Aires Argentina
6 Mitre Passage, Floor 8. Greenwich Peninsula ‐ Peninsula Central. Londrés SE10 0ER. United Kingdom.
C/ Los Llanos de Jerez, 10‐12. 28823 Coslada. Madrid. Spain
C/ Orense, 34 1º. 28020 Madrid. Spain
31 Garden Lane. Lawrence.NY 11559 United States.
P.O. Box 12274.Seattle, WA 98102. United States.
Avda. Josep Tarradellas, nº 8 2º puerta 4. 08029 Barcelona. Spain
80‐557 Gdansk ul. Marynarki Polskiej 59. Poland
Avenida Tajamar 183, piso 5.Las Condes. Santiago. Chile
09‐500 Gostynin ul. Ziejkowa 2a. Poland
82‐300 Elblag ul. Plk. Dabka 215. Poland
00‐728 Warszawa ul. Kierbedzia 4. Poland
115184 Moscow ul. Nowokuznieckaja 9. Russia
Dworska 1, 05‐500 Piaseczno (Wólka Kozodawska). Poland.
C/ Orense,34‐1º 28020 Madrid ‐ Spain
2033 W Mountain View Rd. Phoenix. AZ 85021Phoenix. United States.
Avda. Josep Tarradellas, nº 8 2º puerta 4. 08029 Barcelona. Spain
150 Meadowlands Parkway Seacaucus. 3rd Fl.New Jersey 07068. United States.
31 Garden Lane Lawrence, NY 11559. USA
Avda. de Paris, 1 ‐ 19200 Azuqueca de Henares.Guadalajara.Spain
51‐502 Wroclaw ul. Mydlana 1. Poland
Avda. Madariaga 1.48014 Bilbao. Spain.
293 Queen Street, Altona, Meadows VIC 3028 ‐ Australia
150 King Street West, Suite2103.Toronto ON. Canada.
2711 Centerville Road, Suite 400, Wilmington.New Castle. Delaware. United States.
Regina House 2nd Floor, 1‐5. Queen Street.London. United Kingdom
45‐355 Opole ul. 1‐go Maja 77/1. Poland
100.00%
100.00%
50.00%
100.00%
100.00%
49.99%
49.99%
55.00%
60.00%
100.00%
100.00%
100.00%
54.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
80.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
66.10%
52.50%
100.00%
100.00%
100.00%
100.00%
100.00%
80.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
60.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
76.00%
90.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
155 University Avenue, Suite 1800,Toronto, Ontario M5H 3B7. Canada.
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street.Wilmington New Castle. Delaware 19801. United States.
3700‐1 Place Ville‐Marie.Montreal, Quebec H3B 3P4. Canada.
100.00%
CONSTRUCTION ‐ IRIDIUM (Concessions)
ACS Infrastructure Canada, Inc.
ACS Infrastructure Development, Inc.
ACS NA30 Holding Inc.
100.00%
100.00%
1
APPENDIX I
Subsidiaries
Company
ACS Neah Partner Inc.
ACS OLRT Holdings INC.
ACS RT Maintenance Partner INC.
ACS RTG Partner INC.
ACS WEP Holdings, Inc.
Autovía de La Mancha, S.A. Concesionaria JCC Castilla La Mancha
Autovia del Camp del Turia, S.A.
Autovía del Pirineo, S.A.
Autovía Medinaceli‐Calatayud Soc.Conces.Estado, S.A.
Can Brians 2, S.A.
CAT Desenvolupament de Concessions Catalanes, S.L.
Concesionaria Santiago Brión, S.A.
Concesiones Viarias Chile Tres, S.A.
Concesiones Viarias Chile, S.A.
Desarrollo de Concesionarias Viarias Dos, S.L.
Desarrollo de Concesionarias Viarias Uno, S.L.
Desarrollo de Concesiones Ferroviarias, S.L.
Dragados Concessions, Ltd.
Dragados Waterford Ireland, Ltd.
Eix Diagonal Concessionària de la Generalitat de Catalunya, S.A.
Estacionament Centre Direccional, S.A.
Explotación Comercial de Intercambiadores, S.A.
FTG Holding Limited Partnership
FTG Holdings, Inc.
Green Canal Golf, S.A.
I 595 ITS Solutions, Llc.
Inversora de la Autovía de la Mancha, S.A.
Iridium Aparcamientos, S.L.
Iridium Colombia Concesiones Viarias, SAS
Iridium Colombia Desarrollo de Infraestructuras
Iridium Concesiones de Infraestructuras, S.A.
Iridium Nouvelle Autoroute 30, Inc.
Iridium Portlaoise Ireland Limited
Marestrada‐Operações e Manutenção Rodoviária, S.A.
Parking Mérida III, S.A.U.
Parking Nou Hospital del Camp, S.L.
Parking Palau de Fires, S.L.
PLANESTRADA ‐ Operação e Manutenção Rodoviária, SA
Reus‐Alcover Conc de la Generalitat de Catalunya, S.A.
The Currituck Development Group, Llc.
Registered Office 2800 Park Place. 666 Burrard Street.Vancouver BC V6C 2Z7. Canada.
100 King Street West, Suite 6000.Toronto , Ontario M5X 1E2. Canada.
1 Germain Street Suite 1500.Saint John NB E2L4V1. Canada.
21.500 de la CM‐42 en el 45.430 de Mascaraque. Toledo. Spain.
C/ Alvaro de Bazán, nº 10 Entlo. 46010 Valencia. Spain.
Autovía del Pirineo A‐21, pk. 39, 31487 Liédena, Navarra. Spain.
Avda. Camino de Santigo, 50 ‐ 28050 Madrid. Spain.
Avinguda Josep Tarradellas, 8, 2º. 08029 Barcelona. Spain.
Centro de Control AG‐56 Enlace de Pardiñas ‐ Costola. 15895 Ames. A Coruña. Spain.
José Antonio Soffia N°2747, Oficina 602, Comuna de Providencia. Santiago de Chile. Chile
José Antonio Soffia N°2747, Oficina 602, Comuna de Providencia. Santiago de Chile. Chile
Avenida del Camino de Santiago, 50. 28050 Madrid. Spain.
Hill House, 1 ‐ Little New Street. London EC4A 3TR. Inglaterra.
The Oval, Building 3. 160 Shelbourne Rd. Ballsbridge. Dublin. Ireland
Avenida Josep Tarradellas, nº 8, Planta 2, puerta 4. 08029 Barcelona. Spain.
Avenida de la Universitat, s/n. 43206 Reus. Tarragona. Spain.
Avda. de America, 9A (Intercambiador de Tptes)28002 Madrid. Spain.
1300 ‐ 777 Dunsmuir Street Po Box 10424 Stn Pacific Ctr. Vancouver Bc V7Y 1K2. Canada.
1300 ‐ 777 Dunsmuir Street Po Box 10424 Stn Pacific Ctr. Vancouver Bc V7Y 1K2. Canada.
Avenida Philippines, s/n esquina Avenida Pablo Iglesias s/n 28003 Madrid. Spain.
Carrera 16 No. 95‐70, Oficina 701, Código Postal 110221.Bogotá. Colombia.
Carrera 16 No. 95‐70, Oficina 701, Código Postal 110221.Bogotá. Colombia.
Avenida del Camino de Santiago, nº 50. 28050 Madrid. Spain.
1, Place Ville‐Marie 37e étage Montreal. Quebec H3B 3P4. Canada
The Oval, Building 3. 160 Shelbourne Rd. Ballsbridge. Dublin. Ireland
Rua Julieta Ferrão, nº 10 – 6º andar 1600‐131 Lisboa. Portugal
Avenida Lusitania, 15 1º Puerta 7.Mérida. Badajoz. Spain.
Avenida de la Universitat, s/n.43206 Reus. Tarragona. Spain.
Avenida de la Universitat, s/n.Spain. 43206 Reus. Tarragona.
CAM Grândola EN120 – Bairro da Tirana 7570 Grândola . Portugal.
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street.Wilmington New Castle. 100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
65.00%
72.00%
95.00%
100.00%
100.00%
70.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
66.68%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
70.00%
100.00%
100.00%
100.00%
70.00%
100.00%
100.00%
CONSTRUCTION ‐ HOCHTIEF
Beggen PropCo Sàrl
Builders Direct SA
Builders Insurance Holdings S.A.
Builders Reinsurance S.A.
Eurafrica Baugesellschaft mbH
HOCHTIEF Concessions India Private Limited
HOCHTIEF Global One GmbH
HOCHTIEF Insurance Broking and Risk Management Solutions GmbH
Steinfort Capital Growth SICAV‐SIF
Steinfort Fund of Funds SICAV‐SIF
Steinfort Propco Sàrl
Vintage Real Estate HoldCo Sàrl
Essen, Germany
Strassen, Luxemburg
Luxemburg, Luxemburg
Steinfort, Luxemburg
Steinfort, Luxemburg
Essen, Germany
Haryana, India
Essen, Germany
Essen, Germany
Bertrange, Luxemburg
Hesperange, Luxemburg
Strassen, Luxemburg
Strassen, Luxemburg
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
DC, United States
Ohio, United States
New Roads, United States
Maryland, United States
Nueva Scocia, Canada
Markham, Canada
Maryland, United States
Delaware, United States
Alberta, Canada
Alberta, Canada
Alberta, Canada
Holmdel, United States
San Marco, United States
Denver, United States
Wilmington, United States
Vancouver, Canada
Vancouver, Canada
Calgary, Canada
Washington, United States
Longmont, United States
New York, United States
55.94%
55.94%
30.21%
55.94%
55.94%
55.94%
55.94%
55.94%
28.53%
28.53%
28.53%
55.94%
55.94%
39.16%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
39.16%
55.94%
36.36%
55.94%
Hochtief AmericaS
2501 Constructors LLC
Auburndale Company, Inc.
Audubon Bridge Constructors
Bethesda View Constructors LLC
Canadian Turner Construction Company (Nova Scotia)
Canadian Turner Construction Company Ltd.
Capitol Building Services LLC
Caribbean Operations, Inc.
CB Finco Corporation
CB Resources Corporation
Clark Builders Partnership Corporation
E. E. Cruz and Company Inc.
Facilities Management Solutions, LLC
FCI Constructors/Balfour Beatty
FECO Equipment
Flatiron Construction Corp.
Flatiron Construction International LLC
Flatiron Constructors Canada Limited
Flatiron Constructors Inc.
Flatiron Constructors Inc. Canadian Branch
Flatiron Electric AL Group
Flatiron Equipment Company Canada
Flatiron Holding Inc.
Flatiron Parsons
Flatiron West Inc.
Flatiron/Kiewit, a Joint Venture
Flatiron/Turner Construction of New York LLC
2
APPENDIX I
Subsidiaries
Company
Flatiron/United
Flatiron‐Lane
Flatiron‐Manson
Flatiron‐Tidewater Skanska
Henry Street Builders, LLC
HOCHTIEF Americas GmbH
HOCHTIEF Argentina S.A.
HOCHTIEF USA INC.
HT CONSTRUCTION INC.
Lacona, Inc.
Maple Red Insurance Company
McKissack & McKissack, Turner, Tompkins, Gilford JV(MLK Jr. Memorial)
Metacon Technology Solutions, LLC
Mideast Construction Services, Inc.
Misener Constru‐Marina S.A. de C.V.
Misener Servicios S.A. de D.V.
North Carolina Constructors
O'Brien Edwards/Turner Joint Venture
Offshore Services, Inc.
OMM Inc.
Saddleback Constructors
Services Products Buildings, Inc.
TC Professional Services, LLC
TCCO of South Carolina, LLC
TGS/SamCorp JV (Paso del Norte ‐ Port of Entry)
The Lathrop Company, Inc.
The Turner Corporation
Tompkins Builders, Inc.
Tompkins Turner Grunley Kinsley JV (C4ISR Aberdeen)
Tompkins/Ballard JV (Richmond City Jail)
Tompkins/Gilford JV (Prince George's Community College Center)
Turner (East Asia) Pte. Ltd.
Turner Alpha Limited
Turner Canada Holdings Inc.
Turner Caribe, Inc.
Turner Cayman Ltd.
Turner Construction Company
Turner Construction Company ‐ Singapore (US)
Turner Construction Company of Indiana, LLC
Turner Construction Company of Ohio LLC
Turner Cornerstone Korea
Turner Cross Management (Blackrock)
Turner Cross Management IV (Blackrock Wilmington 400 Bellevue)
Turner Davis JV (Laurelwood/Rowney)
Turner Development Corporation
Turner Harmon JV (Clarian Hospital ‐ Fishers)
Turner HGR JV(Smith County Jail‐Precon/Early Release)
Turner International (East Asia) Pte. Limited
Turner International (Hong Kong) Limited
Turner International (UK) Ltd.
Turner International Industries, Inc.
Turner International Korea LLC
Turner International Limited
Turner International LLC
Turner International Malaysia SDN BHD
Turner International Mexico SRL
Turner International Professional Services, S. de R. L. de C.V.
Turner International Pte. Limited
Turner International Support Services, S. de R. L. de C.V.
Turner Lee Lewis (Lubbock Hotel)
Turner Logistics Canada Ltd.
Turner Logistics, LLC
Turner Management Consulting (Shanghai) Co. Ltd.
Turner Partnership Holdings Inc.
Turner Project Management India Private Ltd.
Turner Sabinal JV
Turner Southeast Europe d.o.o Beograd
Turner Support Services, Inc.
Turner Surety & Insurance Brokerage Inc.
Turner Trotter II(IPS Washington School)
Turner Trotter JV (Clarian Fishers Medical Center)
Turner Vietnam Co. Ltd.
Turner/ADCo DTA (OUSD downtown education center)
Turner/Con‐Real ‐ Forest/JV
Turner/Con‐Real (Tarratn County college District SE Campus New Wing)
Turner/CON‐REAL‐University of Arkansas
Turner/Hallmark JV1 (Beaumont ISD Athletic Complex)
Turner/HGR
Turner/Hoist
Turner/HSC JV (Cooper University Hospital)
Turner/JGM JV (Proposition Q)
Turner/Trevino JV1 (HISD Program Management)
Turner/White JV (Sinai Grace Hospital)
Turner‐Arellano Joint Venture
Turner‐Davis Atlanta Airport joint Venture (Hartsfield Jackson Intnl Ariport DOA Secutiry Office Renovation)
Registered Office Chocowinity, United States
Minneapolis, United States
Tampa, United States
Virginia, United States
Essen, Germany
Buenos Aires, Argentina
Dallas, United States
Dover, United States
Tennessee, United States
Vermont, United States
Texas, United States
Ciudad Juarez, Mexico
Ciudad Juarez, Mexico
Plantation, United States
Mission Viejo, United States
Ohio, United States
South Carolina, United States
Dallas, United States
Washington, United States
Distrito de Columbia, United States
Singapore
Trinidad, Trinidad y Tobago
New Brunswick, Canada
Great Britain
Singapore
Indiana, United States
Ohio, United States
Corea del Sur
Sri Lanka
Hong Kong
Londres, Great Britain
Corea del Sur
Bermuda, United States
Malaysia
United States
Mexico
Singapore
Mexico
Shanghai, China
India
Belgrado, Serbia
New Jersey, United States
Vietnam
33.56%
30.76%
39.16%
33.56%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
30.76%
55.94%
55.94%
55.94%
55.94%
33.56%
27.97%
55.94%
55.94%
30.21%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
28.53%
41.95%
39.16%
55.94%
39.16%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
33.56%
39.16%
28.53%
55.94%
41.95%
33.56%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
33.56%
55.94%
55.94%
55.94%
55.94%
55.94%
44.75%
55.94%
55.94%
55.94%
27.97%
41.95%
55.94%
39.16%
33.56%
39.16%
28.53%
55.94%
28.53%
28.53%
39.16%
37.48%
36.36%
33.56%
33.56%
33.56%
3
APPENDIX I
Subsidiaries
Company
Turner‐Marhnos S A P I De CV
Turner‐Penick JV (US Marine Corp BEQ Pkg 4 & 7)
Turner‐Powers & Sons (Lake Central School Corporation)
Turner‐Tooles JV (Cobo Conference Center)
Universal Construction Company, Inc.
West Coast Rail Constructors
White/Turner Joint Venture (New Munger PK‐8 )
White/Turner Joint Venture Team (DPS Mumford High School )
White‐Turner JV ( City of Detroit Public Safety)
Registered Office Ciudad de Mexico City, Mexico
San Marco, United States
28.53%
33.56%
33.56%
44.75%
55.94%
36.36%
27.97%
27.97%
27.97%
Victoria, Australia
Australia
Australia
Australia
Australia
Australia
Victoria, Australia
Australia
Australia
Singapore
Singapore
Queensland, Australia
South Bank, Australia
Newcastle, Australia
Gold Coast, Australia
Australia
Perth, Australia
Australia
Australia
WA, Australia
Victoria, Australia
Australia
Brisbane, Australia
NSW, Australia
Australia
Australia
Sydney, Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
Melbourne, Australia
Australia
Australia
Essen, Germany
Sydney, Australia
Rutherford, Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
New Zealand
Abbotsford, Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
16.53%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
25.93%
25.93%
8.43%
8.43%
8.43%
8.43%
8.43%
8.43%
16.53%
8.43%
8.43%
8.43%
8.43%
8.43%
8.43%
8.43%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
24.31%
24.31%
55.94%
55.94%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
19.12%
19.12%
19.12%
32.41%
19.12%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
Hochtief Asia Pacific
111 Margaret Street Pty Limited
145 Ann Street Pty. Ltd.
145 Ann Street Trust
512 Wickham Street Pty. Ltd.
512 Wickham Street Trust
A.C.N. 126 130 738 Pty. Ltd.
A.C.N. 151 868 601 Pty Ltd
ACN 112 829 624 Pty Ltd
Ashmore Developments Pty Limited
Ausindo Holdings Pte. Ltd.
Boggo Road Project Pty Limited
Boggo Road Project Trust
BOS Australia Pty. Ltd.
Broad Construction Services (NSW/VIC) Pty. Ltd.
Broad Construction Services (QLD) Pty. Ltd.
Broad Construction Services (WA) Pty Ltd.
Broad Group Holdings Pty. Ltd.
Delron Cleaning Pty Ltd
Delron Group Facility Services Pty Limited
Devine Bacchus Marsh Pty Limited
Devine Constructions Pty Limited
Devine Funds Pty Limited
Devine Funds Unit Trust
Devine Homes Pty Limited
Devine Land Pty Limited
Devine Ltd.
Devine Management Services Pty Limited
Devine Queensland No. 10 Pty Limited
Devine Springwood No. 1 Pty Limited
Devine Springwood No. 2 Pty Limited
Devine Springwood No. 3 Pty Ltd.
DMB Pty Limited
DoubleOne 3 Pty Ltd
DPS Leighton Offshore Engineering Sdn Bhd
Ewenissa Pty Ltd.
Fleetco Finance Pty. Ltd.
Fleetco Holdings Pty. Ltd.
Fleetco Management Pty. Ltd.
Fleetco Rentals Pty. Ltd.
Fleetco Services Pty. Ltd.
Giddens Investment Ltd.
Green Construction Company
Gridcomm Pty. Ltd.
Hamilton Harbour
Hamilton Harbour Unit Trust (Devine Hamilton Unit Trust)
HOCHTIEF Asia Pacific GmbH
HOCHTIEF AUSTRALIA HOLDINGS LIMITED
Hunter Valley Earthmoving Co. Pty Ltd.
HWE Cockatoo Pty Ltd
HWE Maintenance Services Pty. Ltd.
HWE Mining Pty Ltd
HWE Newman Assets Pty Ltd
Inspire Schools Finance Pty Limited
Jarrah Wood Pty. Ltd.
JH Rail Holdings Pty. Limited
JH Rail Investments Pty. Limited
JH Rail Operations Pty. Limited
JHG Mutual Limited
Joetel Pty. Limited
John Holland ‐ Leighton (South East Asia) Joint Venture
John Holland (NZ) Ltd.
John Holland AD Holdings Pty. Ltd.
John Holland AD Investments Pty. Ltd.
John Holland AD Operations Pty. Ltd.
John Holland Aviation Services Pty. Ltd.
John Holland Development & Investment Pty. Ltd.
John Holland Engineering Pty. Ltd.
John Holland Group Pty Ltd.
John Holland Infrastructure Nominees Pty. Ltd.
John Holland Infrastructure Pty. Ltd.
John Holland Infrastructure Trust
John Holland Investment Pty. Ltd.
John Holland Melbourne Rail Franchise Pty. Ltd.
John Holland Pty Ltd.
John Holland Queensland Pty. Ltd.
4
APPENDIX I
Subsidiaries
Company
John Holland Rail Pty. Ltd. John Holland Services Pty. Ltd.
Kings Square Developments Pty Ltd (100%)
Kings Square Developments Unit Trust (100%)
Kingscliff Resort Trust
LCPL (PNG) Limited
Leighton (PNG) Limited
Leighton Admin Services Pty Ltd.
Leighton Africa Botswana (Proprietary) Limited
Leighton Arranging Pty. Ltd.
Leighton Asia (China) Limited
Leighton Asia (Hong Kong) Holdings (No. 2) Limited
Leighton Asia Ltd.
Leighton Asia Southern Pte. Ltd.
Leighton Companies Management Group LLC
Leighton Construction and Mining Africa (Pty) Ltd
Leighton Contractors (Asia) Ltd.
Leighton Contractors (China) Ltd.
Leighton Contractors (Indo‐China) Ltd.
Leighton Contractors (Laos) Sole Company Ltd.
Leighton Contractors (Malaysia) Sdn. Bhd.
Leighton Contractors (Philippines) Inc.
Leighton Contractors Asia (Cambodia) Co. Ltd.
Leighton Contractors Asia (Vietnam) Limited
Leighton Contractors Inc.
Leighton Contractors Infrastructure Nominees Pty. Ltd.
Leighton Contractors Infrastructure Pty. Ltd.
Leighton Contractors Infrastructure Trust
Leighton Contractors Lanka (Private) Ltd.
Leighton Contractors Mauritius Ltd.
Leighton Contractors Pty Ltd.
Leighton Engineering & Construction (Singapore) Pte Ltd
Leighton Engineering Joint Venture
Leighton Fabrication and Modularization Ltd.
Leighton Finance (USA) Pty. Ltd.
Leighton Finance International Pty Ltd.
Leighton Finance Ltd.
Leighton Foundation Engineering (Asia) Ltd.
Leighton Funds Management Pty Ltd.
Leighton Geotech Ltd.
Leighton Group Property Services Pty. Ltd.
Leighton Harbour Trust
Leighton Holdings Infrastructure Nominees Pty. Ltd.
Leighton Holdings Infrastructure Pty. Ltd.
Leighton Holdings Infrastructure Trust
Leighton Holdings Investments Pty. Ltd.
Leighton Holdings Limited
Leighton Holland Browse JV
Leighton Infrastructure Investments Pty. Ltd.
Leighton International Holdings Limited
Leighton International Ltd.
Leighton International Mauritius Holdings Limited No. 4
Leighton International Projects (India) Private Limited
Leighton Investments Mauritius Limited
Leighton Investments Mauritius Limited No. 2
Leighton Investments Mauritius Limited No. 4
Leighton John Holland Joint Venture (Lai Chi Kok)
Leighton LLC
Leighton M&E Limited
Leighton Mauritius (Africa) Limited
Leighton Middle East and Africa (Holding) Limited
Leighton Motorway Investments No. 2 Pty. Ltd.
Leighton Offshore Arabia Co. Ltd.
Leighton Offshore Australia Pty. Ltd.
Leighton Offshore Eclipse Pte. Ltd.
Leighton Offshore Faulkner Pte. Ltd.
Leighton Offshore Mynx Pte. Ltd.
Leighton Offshore Pte. Ltd.
Leighton Offshore Sdn Bhd (formerly Leighton International Sdn. Bhd.)
Leighton Offshore Stealth Pte. Ltd.
Leighton Offshore‐John Holland Joint Venture (LTA Project)
Leighton Pacific St Leonards Pty. Ltd.
Leighton Pacific St Leonards Unit Trust
Leighton Portfolio Services Pty Ltd.
Leighton Projects Consulting (Shanghai) Ltd.
Leighton Properties (Brisbane) Pty Ltd.
Leighton Properties (NSW) Pty Ltd (100%)
Leighton Properties (VIC) Pty Ltd.
Leighton Properties (WA) Pty. Ltd.
Leighton Properties Pty Ltd.
Leighton Properties Resorts Pty Limited
Leighton Property Development Pty Ltd.
Leighton Property Funds Management Ltd.
Leighton Property Management Pty Ltd.
Leighton Residential Investments Pty. Ltd.
Leighton Services Australia Pty Ltd. Leighton Staff Shares Pty Ltd.
Registered Office Abbotsford, Australia
Australia
Australia
Australia
Australia
PapuaNueva Guinea
PapuaNueva Guinea
Sydney, Australia
Botswana
Australia
Hong Kong
Hong Kong
Hong Kong
Singapore
Arab Emirates
Botswana
Hong Kong
Hong Kong
Hong Kong
Laos
Malaysia
Philippines
Cambodia
Vietnam
Australia
Australia
Australia
Sri Lanka
Mauritius
Sydney, Australia
Singapore
Malaysia
Tailandia
Australia
Australia
Sydney, Australia
Hong Kong
Sydney, Australia
Bangkok, Tailandia
Australia
Australia
Australia
Australia
Australia
Australia
Sydney, Australia
Australia
Sydney, Australia
Cayman Islands, Great Britain
Cayman Islands, Great Britain
Mauritius
India
Mauritius
Hong Kong
Mauritius
Hong Kong
Mongolia
Hong Kong
Mauritius
Great Britain
Sydney, Australia
Arabía Saudí
Australia
Singapore
Singapore
Singapore
Singapore
Malaysia
Singapore
Australia
Australia
Australia
Sydney, Australia
China
Sydney, Australia
Australia
Sydney, Australia
Australia
Sydney, Australia
Australia
Sydney, Australia
Sydney, Australia
Sydney, Australia
Australia
Sydney, Australia
Sydney, Australia
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
15.88%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
22.69%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
5
APPENDIX I
Subsidiaries
Company
Leighton USA Inc.
Leighton Welspun Contractors Private Ltd.
Leighton‐John Holland Joint Venture
Leighton‐John Holland JV (Thomson Line)
Leighton‐LNS Joint Venture
Leigthon Offshore / Leighton Engineering & Construction JV
LH Holdings Co Pty Ltd
LMENA No. 1 Pty. Ltd.
LMENA Pty. Ltd.
LPWRAP Pty Ltd
LSE Technology (Australia) Pty Ltd.
Martox Pty. Ltd.
Menette Pty. Limited
Mode Apartments Pty. Ltd.
Mode Apartments Unit Trust
Moonamang Joint Venture Pty Ltd
Moorookyle Devine Pty Limited
Nestdeen Pyt. Ltd.
Nexus Point Solutions Pty. Ltd.
Opal Insurance (Singapore) Pte Ltd.
Pioneer Homes Australia Pty Limited
Plant & Equipment Leasing Pty Ltd.
PT Cinere Serpong Jaya
PT Leighton Contractors Indonesia
PT Ngawi Kertosono Jaya
PT Solo Ngawi Jaya
PT Thiess Contractors Indonesia
River Links Developments Pty. Ltd.
Riverstone Rise Gladstone Pty Ltd
Riverstone Rise Gladstone Unit Trust
Silcar New Caledonia SAS
Silcar Pty. Ltd.
Silverton Group Pty. Ltd.
Talcliff Pty Limited
Technical Resources Pty Ltd.
Telecommunication Infrastructure Pty. Ltd. Thai Leighton Ltd.
Thiess (Mauritius) Pty. Ltd.
Thiess Contractors (Malaysia) Sdn. Bhd.
Thiess Contractors (PNG) Ltd.
Thiess India Pvt Ltd
Thiess Infraco Pty. Limited
Thiess Infrastructure Nominees Pty. Ltd.
Thiess Infrastructure Pty. Ltd.
Thiess Infrastructure Trust
Thiess John Holland Joint Venture (Airport Link)
Thiess John Holland Joint Venture (Eastlink)
Thiess John Holland Joint Venture (Lane Cove Tunnel)
Thiess John Holland Motorway Services
Thiess Minecs India Pvt. Ltd.
Thiess Mining Maintenance Pty. Ltd.
Thiess NC
Thiess NZ Limited
Thiess Pty Ltd.
Thiess Services John Holland Services Joint Venture
Thiess Services Ltd.
Thiess Services Pty Ltd. Thiess Southland Pty Ltd.
Think Consulting Group Pty. Ltd.
Townsville City Project Pty Ltd
Townsville City Project Trust
Vision Hold Pty Ltd.
Visionstream Australia Pty Ltd.
Visionstream Pty Ltd.
Visionstream Services Pty Ltd.
Vytel Pty Ltd.
Western Port Highway Trust
Yoltax Pty. Limited
Zelmex Pty. Limited
Registered Office United States
Kala Ghoda Fort, India
Australia
Singapore
Hong Kong
Singapore
Australia
Australia
Australia
Australia
Sydney, Australia
Australia
Australia
Australia
Australia
Australia
Victoria, Australia
Australia
Sydney, Australia
Singapore
Sydney, Australia
Indonesia
Indonesia
Indonesia
Indonesia
Jakarta, Indonesia
Australia
Australia
Australia
Australia
Bayswater, Australia
Australia
Sydney, Australia
Bangkok, Tailandia
Mauritius
Kuala Lumpur, Malaysia
PapuaNueva Guinea
India
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
India
Nueva Caledonia
Auckland, New Zealand
Australia
New Zealand
Australia
Australia
Australia
St. Leonards, Australia
St. Leonards, Australia
Sydney, Australia
Sydney, Australia
Sydney, Australia
Australia
Australia
Australia
32.41%
32.41%
32.41%
32.41%
25.93%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
19.12%
32.41%
16.53%
16.53%
32.41%
2.19%
32.41%
32.41%
32.41%
4.30%
32.41%
32.41%
32.41%
30.79%
30.79%
32.41%
32.41%
8.43%
8.43%
32.41%
32.41%
32.41%
8.43%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
29.17%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
24.31%
24.31%
32.41%
32.41%
32.41%
32.41%
32.41%
32.41%
19.12%
19.12%
Essen, Germany
Praga, Czech Republic
Mönchengladbach, Germany
Essen, Germany
Essen, Germany
Lima, Peru
Santiago de Chile, Chile
Varsovia, Poland
Essen, Germany
Essen, Germany
Wien, Austria
Essen, Germany
55.94%
55.94%
27.97%
55.94%
55.94%
36.36%
39.16%
39.16%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
Hochtief Europe
A.L.E.X.‐Bau GmbH
ACL Investment a.s. Area of Sports mbH & Co. KG
AVN Chile Fünfte Holding GmbH
AVN Chile Vierte Holding GmbH
Constructora Cheves S.A.C.
Constructora HOCHTIEF ‐ Tecsa S.A.
Constructora Nuevo Maipo S.A.
Copernicus Apartments Sp. z o.o.
Deutsche Bau‐ und Siedlungs‐Gesellschaft mbH
Deutsche Baumanagement GmbH
DURST‐BAU GmbH
Entreprise Générale de Construction HOCHTIEF‐LUXEMBOURG S.A.
Euripus s.r.o.
Europaviertel Baufeld 4d GmbH & Co. KG
6
APPENDIX I
Subsidiaries
Company
FM Holding GmbH
formart GmbH & Co. KG
formart Immobilien GmbH
forum am Hirschgarten Nord GmbH & Co. KG
forum am Hirschgarten Süd GmbH & Co. KG
Grundstücksgesellschaft Köbis Dreieck GmbH & Co. Development KG
GVG mbH & Co. Objekt RPU Berlin 2 KG
HOCHTIEF (UK) Construction Ltd.
HOCHTIEF A5 Holding GmbH
HOCHTIEF ABC Schools Partner Inc. HOCHTIEF Ackerstraße 71‐76 GmbH & Co. KG
HOCHTIEF Asset Services GmbH
HOCHTIEF Aurestis Beteiligungsgesellschaft mbH
HOCHTIEF Building GmbH
HOCHTIEF Canada Holding 1 Inc.
HOCHTIEF Construction Austria GmbH & Co. KG
HOCHTIEF Construction Chilena Ltda.
HOCHTIEF Construction Erste Vermögensverwaltungsgesellschaft mbH
HOCHTIEF Construction Management Middle East GmbH
HOCHTIEF CZ a.s. HOCHTIEF Development Austria GmbH
HOCHTIEF Development Austria Verwaltungs GmbH & Co. KG
HOCHTIEF Development Czech Republic s.r.o.
HOCHTIEF Development Hungary Kft.
HOCHTIEF Development Poland Sp. z o.o.
HOCHTIEF Development Project One SRL
HOCHTIEF Development Project Three SRL
HOCHTIEF Development Project Two SRL
HOCHTIEF DEVELOPMENT ROMANIA SRL
HOCHTIEF Development Schweden AB
HOCHTIEF Development Schweiz Projekt 2 AG
HOCHTIEF Engineering GmbH
HOCHTIEF Gayrimenkul Gelistirme Limited Sirketi
HOCHTIEF Hamburg GmbH
HOCHTIEF Infrastructure GmbH
HOCHTIEF Kirchberg Services S.A.
HOCHTIEF NEAH Partner Inc.
HOCHTIEF Offshore Crewing GmbH
HOCHTIEF ÖPP Projektgesellschaft mbH
HOCHTIEF Polska S.A.
HOCHTIEF PPP 1. Holding GmbH & Co. KG
HOCHTIEF PPP Bundeswehrpartner FWK München GmbH & Co. KG
HOCHTIEF PPP Europa GmbH
HOCHTIEF PPP Schools Capital Limited
HOCHTIEF PPP Schulpartner Braunschweig GmbH
HOCHTIEF PPP Schulpartner Frankfurt am Main GmbH & Co. KG
HOCHTIEF PPP Schulpartner GmbH & Co. KG
HOCHTIEF PPP Schulpartner Köln P 1 GmbH & Co. KG
HOCHTIEF PPP Schulpartner Köln Rodenkirchen GmbH & Co. KG
HOCHTIEF PPP Solutions (Ireland) Limited
HOCHTIEF PPP Solutions (UK) Limited
HOCHTIEF PPP Solutions GmbH
HOCHTIEF PPP Solutions Netherlands B.V. HOCHTIEF PPP Solutions North America Inc.
HOCHTIEF Presidio Holding LLC
HOCHTIEF Projektentwicklung GmbH
HOCHTIEF Projektentwicklung 'Helfmann Park' GmbH & Co. KG
HOCHTIEF Property Management GmbH
HOCHTIEF Shield Investment Inc.
HOCHTIEF Solutions AG
HOCHTIEF Solutions Insaat Hizmetleri A.S.
HOCHTIEF Solutions Middle East Qatar W.L.L.
HOCHTIEF Solutions Real Estate GmbH
HOCHTIEF Trade Solutions GmbH
HOCHTIEF ViCon GmbH
HOCHTIEF ViCon Qatar W.L.L.
HT Sol RE formart Objekt 'Flensburg K' GmbH & Co. KG
HT Sol RE formart Objekt 'Flensburg P' GmbH & Co. KG
HT Sol RE Projekt 6 GmbH & Co. KG
HTD Smart Office Nr.1 GmbH & Co. KG
HTP Grundbesitz Blue Heaven GmbH
HTP Immo GmbH
HTP Projekt 1 (eins) GmbH & Co KG
HTP Projekt 2 (zwei) GmbH & Co KG
I.B.G. Immobilien‐ und Beteiligungsgesellschaft Thüringen‐Sachsen mbH
Immobilière de Hamm S.A.
Inserta s.r.o.
Inversiones HOCHTIEF PPP Solutions Chile dos Ltda.
LOFTWERK Eschborn GmbH & Co. KG
MK 1 Am Nordbahnhof Berlin GmbH & Co. KG
MOLTENDRA Grundstücks‐Vermietungsgesellschaft mbH & Co. Objekt Mainoffice KG
OOO HOCHTIEF
Project Development Poland 3 B.V.
Project SP1 Sp. z o.o.
Registered Office Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Swindon, Great Britain
Wien, Austria
Calgary, Canada
Berlin, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Toronto, Canada
Toronto, Canada
Calgary, Canada
Wien, Austria
Essen, Germany
Essen, Germany
Wien, Austria
Wien, Austria
Budapest, Hungary
Varsovia, Poland
Bucarest, Romania
Bucarest, Romania
Bucarest, Romania
Bucarest, Romania
Estocolmo, Sweden
Opfikon, Switzerland
Essen, Germany
Estambul, Turkey
Hamburg, Germany
Essen, Germany
Edmonton, Canada
Essen, Germany
Essen, Germany
Varsovia, Poland
Essen, Germany
Essen, Germany
Essen, Germany
Braunschweig, Germany
Frankfurt am Main, Germany
Heusenstamm, Germany
Essen, Germany
Essen, Germany
Dublin, Ireland
Essen, Germany
Vianen, Holland
Essen, Germany
Essen, Germany
Essen, Germany
Toronta, Canada
Essen, Germany
Estambul, Turkey
Doha, Qatar
Essen, Germany
Essen, Germany
Essen, Germany
Doha, Qatar
Essen, Germany
Essen, Germany
Essen, Germany
Wien, Austria
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
55.94%
55.94%
55.94%
55.94%
55.94%
50.34%
52.58%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
39.16%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
28.53%
55.94%
55.94%
53.08%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
27.41%
55.94%
55.94%
55.94%
27.41%
55.94%
55.94%
55.94%
55.94%
52.58%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
Frankfurt am Main, Germany
55.94%
Moscú, Russia
Amsterdam, Holland
Varsovia, Poland
55.94%
55.94%
55.94%
7
APPENDIX I
Subsidiaries
Company
Projektgesellschaft Börsentor Frankfurt GmbH & Co. KG
Projektgesellschaft Konrad‐Adenauer‐Ufer Köln GmbH & Co. KG
Projektgesellschaft Marco Polo Tower GmbH & Co. KG
Projektgesellschaft Marieninsel Ost GmbH & Co. KG
Projektgesellschaft Marieninsel West GmbH & Co. KG
Projektgesellschaft Quartier 21 mbH & Co. KG PSW Hainleite GmbH
PSW Leinetal GmbH
PSW Lippe GmbH
PSW Zollernalb GmbH
RheinauArtOffice GmbH & Co. KG
SCE Chile Holding GmbH
SCE Chilean Holding S.A.
Soduker B.V.
Spiegel‐Insel Hamburg GmbH & Co. KG
Streif Baulogistik GmbH
STREIF Baulogistik Polska Sp. z o.o.
TERRA CZ s.r.o.
Tirpser B.V.
Tivoli Garden GmbH & Co. KG
Tivoli Office GmbH & Co. KG
Uferpalais Projektgesellschaft mbH & Co. KG
Valentinka a.s. % Effective Ownership
Registered Office Essen, Germany
Essen, Germany
Hamburg, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Sondershausen, Germany
Freden, Germany
Lüdge, Germany
Hechingen, Germany
Essen, Germany
Essen, Germany
Amsterdam, Holland
Essen, Germany
Essen, Germany
Varsovia, Poland
Amsterdam, Holland
Essen, Germany
Essen, Germany
Essen, Germany
55.94%
55.94%
39.16%
55.94%
55.94%
30.76%
55.94%
55.94%
55.94%
55.94%
27.97%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
55.94%
39.16%
55.94%
0
INDUSTRIAL SERVICES
ACS industrial Services, LLC.
ACS Perú
ACS Servicios Comunicac y Energía de México SA CV
ACS Servicios Comunicaciones y Energía, S.L.
Actividades de Instalaciones y Servicios, Cobra, S.A.
Actividades de Montajes y Servicios, S.A. de C.V.
Actividades de Servicios e Instalaciones Cobra, S.A.
Actividades de Servicios e Instalaciones Cobra, S.A. Actividades y Servicios, S.A.
Agadirver
Agua Energía e Meio Ambiente, Ltda.
Al‐Andalus Wind Power, S.L.
Albatros Logistic, Maroc, S.A.
Albatros Logistic, S.A.
Albufera Projetos e Serviços, Ltda.
Aldebarán S.M.E., S.A.
Aldeire Solar, S.L.
Aldeire Solar‐2, S.L.
Alfrani, S.L.
Alianz Petroleum S de RL de CV
Altomira Eólica, S.L.
Andasol 3 Central Termosolar Tres, S.L.
Andasol 4 Central Termosolar Cuatro, S.L.
Andasol 5 Central Termosolar Cinco, S.L.
Andasol 6 Central Termosolar Seis, S.L.
Andasol 7 Central Termosolar Siete, S.L.
Antarinas, S.A.
Antennea Technologies, S.L.
Apadil Armad. Plást. y Acces. de Iluminación, S.A.
API Fabricación, S.A.
API Movilidad, S.A.
Aplied Control Technology, LLC.
Araucária Projetos e Serviços de Construção, Ltda.
Argencobra, S.A.
Asistencia Offshore, S.A.
Atil‐Cobra, S.A.
Atlântico‐Concessôes Transp Energia do Brasil Ltda.
Audeli, S.A.
Avante MPG1 B.V.
Avante MPG2 B.V.
Aztec Energy Holdings, S.L.
B.I. Josebeso, S.A.
Barra do Peixe Montagens e Serviços, Ltda.
Benisaf Water Company, Spa
Berea Eólica, S.L.
Biobeiraner, Lda.
Biorio, Lda.
BTOB Construccion Ventures, S.L.
C. A. Weinfer de Suministro de Personal
Cachoeira Montages e Serviços, Ltda.
Calidad e Inspecciones Offshore, S.L.
Calvache Eólica, S.L.
Catalana de Treballs Públics, S.A.
Cataventos Acarau, Ltda.
Cataventos de Paracuru, Ltda.
Cataventos Embuaca, Ltda.
CCR Platforming Cangrejera S.A. de C.V.
Central Solar Termoeléctrica Cáceres, S.A.U.
Central Térmica de Mejillones, S.A
Centro de Control Villadiego, S.L.
Chaparral Wind Power, S.L.
3511 Silverside road suite 105 Wilmington Delaware 19810 County of New Castle. United States.
Avenida Víctor Andrés Belaúnde 887 Distrito Carmen de Le Legua Reinoso. Lima. Peru.
C/ Juan Racine, 112 Piso 8. 11510 Mexico DF. Mexico.
Cardenal Marcelo Spínola, 10. 28016 Madrid. Spain
Calle 21 nº 7070, Parque Empresarial Montevideo. Bogotá. Colombia
C/ Melchor Ocampo, 193 Torre C, Piso 14, Letra D Colonia Verónica Anzures. Mexico.
2 Avda. 13‐35 Zona 17, Ofibodegas los Almendros Nº 3. 01017 Ciudad de Guatemala. Guatemala
Avda. Amazonas 3459‐159 e Iñaquito Edificio Torre Marfil. Oficina 101. Ecuador
Nicaragua 5935 3 Piso.Buenos Aires. Argentina.
Rua Rui Teles Palhinha, 4. Leião. 2740‐278 Porto Salvo. Portugal
Rua Marechal Camera, 160 sala 1621.Rio de Janeiro. Brazil.
Rue Ibnou El Coutia. Lotissement At Tawfiq hangar 10 Casablanca.Morocco
C/ Franklin 15 P.I. San Marcos 28906 Getafe. Madrid. Spain
Av. Presidente Wilson 231, Sala 1701 Parte. Rio de Janeiro. Brazil
Cardenal Marcelo Spínola, 10. 28016 Madrid. Spain.
C/ Manzanares, 4. 28005 Madrid. Spain
Avda. Rio Churubusco, 455 Iztapalapa. Mexico.
Plaza Cagancha nº 1335, Apart. 1102.11100 Montevideo. Uruguay.
C/ Sepúlveda, 6. 28108 Alcobendas. Madrid. Spain
E.N. 249/4 Km 4.6 Trajouce. Sâo Domingos de Rana. 2775, Portugal
Raso de la Estrella, s/n. 28300 Aranjuez. Spain
Avda. de Manoteras, 26. 28050 Madrid. Spain
5005 N. Stateline Av. Texarcana Texas TX 75503. United States.
Nicaragua 5935 2٥ Piso. CP C1414BWK Buenos Aires. Argentina
Bajo de la Cabezuela, s/n.11510 Puerto Real. Cadiz. Spain.
Rua Marcos Macedo 1333 sala 1410 Ed. P tio D.Luiz Torre II. 60150‐190.Fortaleza. Brazil.
Avda. de Manoteras, 26. 28050 Madrid. Spain.
Park Hoornowijck,2 2289CZ. Netherlands.
Park Hoornowijck,2 2289CZ. Netherlands.
Avda.Linares Rivas, 1‐4.15005 La Coruña. Spain.
Pz Venezuela, Torre Phelps s/n. 1050 Caracas. Venezuela.
Avd.Marechal Camera, 160 sala 1621.Rio de Janeiro. Brazil.
29 Bis Rue Abou Nouas, Hydra ‐ Alger. Argel. Algeria.
3475‐031 Caramulo.Fresquesia do Guardao ‐ Conelho de Tondela. Portugal.
Tagus Sapce ‐ Rua Rui Teles Palhinha, N 4 2740‐278.Porto Salvo. Portugal.
Cardenal Marcelo Spínola, 10.28016 Madrid. Spain.
Marechal Camera,160 Rio de Janeiro. Brazil 20020
Bajo de la Cabezuela, s/n.11510 Puerto Real. Cadiz. Spain.
Carretera del Mig, 37. 08940 Cornella de Llobregat. Barcelona. Spain
Fazenda Libra Acarau S/N. 62.580‐000.Acarau, Estado do Cear . Brazil.
Sitio Freixeiras S/N. 62.680‐000.Paracuru, Estado do Cear . Brazil.
Fazenda Bodes S/N Praia da Embuaca. 62.690‐000.Trairi, Estado do Cear . Brazil.
C/ Juan Racine, 112 Piso 8. 11510 Mexico DF. Mexico.
Cardenal Marcelo Spínola 10.28016 Madrid. Spain.
Avda. José pedro Alessandri 2323 Macul.Santiago de Chile. Chile.
Cardenal Marcelo Spínola 10. Madrid 28016. Spain.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
74.54%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
74.54%
100.00%
100.00%
100.00%
100.00%
82.80%
99.90%
51.00%
70.00%
21.62%
74.54%
100.00%
82.80%
100.00%
100.00%
70.00%
100.00%
74.54%
74.54%
74.54%
68.00%
100.00%
100.00%
100.00%
100.00%
8
APPENDIX I
Subsidiaries
Company
CIL
CM‐ Constriçoes, Ltda.
Cme Águas, S.A.
Cme Angola, S.A.
CME Cabo Verde, S.A.
CME Chile, SPA.
CME Construction Mecano Electric, S.A.
Cme Madeira, S.A.
CME Perú, S.A.
Cobra Bahía Instalaçoes e Serviços
Cobra Bolivia, S.A.
Cobra Concesiones Brasil, S.L.
Cobra Concesiones, S.L.
Cobra Energy Investment Finance, LLC
Cobra Energy Investment, LLC.
Cobra Energy, Ltd
Cobra Georgia, Llc.
Cobra Gestión de Infraestructuras, S.A.U
Cobra Gibraltar Limited
Cobra Great Island Limited
Cobra Group Australia Pty, Ltd.
Cobra Industrial Services, Inc.
Cobra Infraestructuras Hidráulicas, S.A.
Cobra Infraestructuras Internacional, S.A.
Cobra Ingeniería de Montajes, S.A.
Cobra Ingeniería Uruguay, S.A.
Cobra Instalaciones México, S.A. de C.V.
Cobra Instalaciones y Servicios Benin
Cobra Instalaciones y Servicios India PVT
Cobra Instalaciones y Servicios Internacional, S.L.
Cobra Instalaciones y Servicios República Dominicana
Cobra Instalaciones y Servicios, S.A.
Cobra Instalaçoes y Servicios, Ltda.
Cobra Inversiones y Gestión, S.L.
Cobra La Rioja Sur
Cobra Perú II, S.A.
Cobra Perú, S.A.
Cobra Railways UK Limited
Cobra Servicios Auxiliares, S.A.
Cobra Sistemas de Seguridad, S.A.
Cobra Sistemas y Redes, S.A.
Cobra Solar del Sur, S.L.
Cobra Termosolar USA, S.L.
Cobra Thermosolar Plants, Inc.
Cobra‐Udisport Conde de Guadalhorce, S.L.
Cogeneración Cadereyta S.A. de C.V.
COICISA Industrial, S.A. de C.V.
Coinsal Instalaciones y Servicios, S.A. de C.V.
Coinsmar Instalaciones y Servicios, SARLAU
Concesionaria Angostura Siguas, S.A.
Concesionaria Linea de Transmisión CCNCM Sac
Consorcio Especializado Medio Ambiente, S.A.de C.V
Consorcio Ofiteco Geoandina
Consorcio Sice Disico
Consorcio Sice‐Comasca TLP S.A.
Construçao e Manutençao Electromecánica S.A. (CME)
Construcciones Dorsa, S.A.
Constructora Las Pampas de Siguas, S.A.
Contrato en Participación PV SIBO
Control y Montajes Industriales Cymi Chile, Ltda.
Control y Montajes Industriales CYMI, S.A.
Control y Montajes Industriales de Méjico, S.A. de C.V.
Conyceto Pty Ltd.
Corporación Ygnus Air, S.A.
Cosersa, S.A.
Cotefy S.A. de C.V.
Cymi Canada. INC.
Cymi DK, LLC
Cymi do Brasil, Ltda.
Cymi Holding, S.A.
Cymi Investment USA, S.L.
Cymi Seguridad, S.A.
Cymi USA INC.
Cymimasa Consultoria e Projetos de Construção Ltda
Delta P I, LLC.
Depuradoras del Bajo Aragón S.A.
Desarrollo Informático, S.A.
Dimática, S.A.
Dragados Construc. Netherlands, S.A.
Dragados Gulf Construction, Ltda.
Dragados Industrial , S.A.U.
Dragados Industrial Algerie S.P.A.
Dragados Industrial Canada, Inc.
Dragados Offshore de Méjico KU‐A2, S.A de C.V.
Dragados Offshore de Méjico, S.A. de C.V.
Dragados Offshore USA, Inc.
Dragados Offshore, S.A.
Registered Office Avda. Marechal Camera 160. Rio de Janeiro. Brazil
Rua, XV de Novembro 200, 14º Andar San Paulo. Brazil CPE 01013‐000
Rua Rui Teles Palhinha, 4. Leião 2740‐278 Porto Salvo. Portugal
Av. 4 de Fevereiro, 42.Luanda. Angola.
Achada Santo António.Praia. Cabo Verde.
Puerto Madero 9710, Of 35‐36A.Pudahuel. Chile.
332 Bd. Brahim Roudani 12 Ma rif. Casablanca 01. Morocco
Rua Alegria N.º 31‐3º. Madeira. Portugal
Av. Víctor Andrés Belaunde 395. San Isidro.Lima. Per .
Cuadra 4, 10 Estrada do Coco/Bahia Brazil 47680
Rosendo Gutierrez, 686 Sopocachi. Bolivia
7380 West Sahara, suite 160.Las Vegas. Nevada. United States.
7380 West Sahara, Suite 160.Las Vegas NV 89117. United States.
60 Solonos street, Atenas. Grecia
Old Tbilisi Region, 27/9 Brother Zubalashvili Street. Georgia
Suites 21&22 Victoria House, 26 Main Street.Gibraltar. 160 Shelbourne Road Ballbridge. Dublin. IrelandIreland Dublin.
Level 5 Mayne Building 390 ST Kilda Road.Melbourne. Australia.
3511Silverside road suite 105.Wilmington Delaware 19810 County of New Castle. United States.
Fernando Villalon,3. 41004 Sevilla. Spain.
Colinia Apartamento 305 .Montevideo. Uruguay.
C/ Melchor Ocampo, 193 Colonia Verónica Anzures. Mexico
Quartier Boulevard Saint Michel.Saint Felicite Cotonou. Benin
B‐324 New Friends Colony New Delhi‐110 025. India
Av. Anacanoa Hotel Dominican Fiesta Santo Domingo, DN.Santo Domingo. República Dominicana.
Rua Uruguai, 35, Porto Alegre, Rio Grande do Sul. Brazil.
Concepción Arenal 2630 CP 1426 Capital Federal Buenos Aires. Argentina
Avda. Víctor Andrés Belaúnde 887 Distrito: Carmen de Le Legua Reinoso. Peru.
Avda. Víctor Andrés Belaúnde 887 Distrito: Carmen de Le Legua Reinoso. Peru.
Vintage Yard 59‐63 Bermondsey Street. Londres. United Kingdom.
3773 Howard Hughes.Las Vegas, Nevada. EEUU.
Paseo Cerrado de Calderón, 18. Edif.Mercurio 1ª Plta. 29018 Málaga. Spain
Jose Luis Lagrange, 103 Piso 8 Los Morales Miguel Hidalgo. Méjico D.F. Méjico.
Melchor Ocampo, 193 Verónica Anzures 11300. Méjico.
Residencial Palermo, Pasaje 3, polígono G Casa #4 San Salvador, El Salvador
210 Boulevard Serketouni Angle Boulevard Roudani nº 13, Maarif 2100. Casablanca. Morocco
Avda. Victor Andrés Belaunde, 887.Lima. Peru.
Avda. Victor Andres Belaunde, 887 Provincia de Callao.Lima. Peru.
Melchor Ocampo,193 piso 14.Méjico D.F. Mejico.
Cra 25 N.96 81. Oficina 203.Bogot . Colombia.
Cra 25 N.96 81. Oficina 203.Bogot . Colombia.
Av. Vitacura 2670. Oficina 702 – piso 7. Las Condes Santiago de Chile. Chile.
Rua Rui Teles Palhinha 4 Leião 2740‐278 Porto Salvo. Portugal
Cristóbal Bordiú, 35‐5º oficina 515‐517. Madrid. Spain
Avda. Victor Andres Belaunde, 887 Provincia de Callao.Lima. Peru.
2 Avda. Ofibodegas Los Almendros nº3 13‐35 Zona 17. Guatemala.
C/Apoquindo 3001 Piso 9.206‐744 Las Condes. Santiago de Chile. Chile.
C/ Teide 4, 2ª Planta. 28709 San Sebastián de los Reyes. Madrid. Spain
C/ Juan Racine, 116‐ 6º. 11510 Mexico D.F
22 On Kildare. 22 Kildare Road.7700 Newlands. Súdafrica
Avda. de Manoteras, 26. 28050 Madrid. Spain.
Calzada de las Águilas, 1948.Ensenada. Mexico.
160 Elgin Street, Suite 2600.Ottawa, Ontario. Canada K1P1C3
12400 Coit Rd, Suite 700.Dallas, TX 75251. United States.
Av. Presidente Wilson 231, sala 1701 20030‐020 Rio de Janeiro. Brazil
Av. Presid Wilson 231 Sala 1701 Parte Centro. Rio de Janeiro. Brazil
C/ Teide, 4‐2ª Plta. 28709 San Sebastián de los Reyes. Madrid. Spain
C/ Teide, 4‐2ª Plta. 28709 San Sebastián de los Reyes. Madrid. Spain
5005N State Line Ave.Texarkana ‐ TX75503. United States.
Avda. Presidente Wilson nº 231, Sala 1701 Parte cero.Río de Janeiro. Brazil.
400‐A Georgia Av.Deer Park Texas 77536. USA
Paraíso 3‐ 50410 Cuarte de Huerva. Zaragoza. Spain
Avda. de Santa Eugenia, 6. 28031 Madrid. Spain
C/ Saturnino Calleja, 20. 28002 Madrid. Spain
Claude Debussylaan 24, 1082 MD Amsterdam. Holland.
P. O Box 3140 Al Khobar 31952 Kingdom of Saudi Arabia
Lot nº7 ‐ Ville Coopérative El Feteh ‐ El Bihar. Alger. Algérie
620 Rene Levesque West Suite 1000 H3B 1 N7 Montreal. Quebec. Canada
Juan Racine n 112, piso 8, Col. Los Morales 11510 Mexico D.F.
Juan Racine n 112, piso 8, Col. Los Morales 11510 Mexico D.F.
One Riwerway, Suite 1700.77056 Texas. Houston. United States.
Bajo de la Cabezuela, s/n. 11510 Puerto Real. Cádiz. Spain
100.00%
74.54%
74.54%
74.54%
74.54%
74.54%
74.54%
37.79%
74.54%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
99.00%
60.00%
100.00%
100.00%
60.00%
100.00%
60.00%
60.00%
50.00%
50.00%
74.54%
99.73%
60.00%
51.00%
100.00%
100.00%
100.00%
92.00%
100.00%
100.00%
80.00%
100.00%
70.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
55.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
9
APPENDIX I
Subsidiaries
Company
Dragados Proyectos Industriales de Méjico, S.A. de C.V.
Dragados‐Swiber Offshore, S.A.P.I. de C.V.
Dyctel infraestructura de Telecomunicaçoes, Ltda. Dyctel Infraestructuras de Telecomunicaciones, S.A.
Ecocivil Electromur G.E., S.L.
EGPI‐Empresa global de Proyectos de Ingenieria SAS
El Otero Wind Power, S.L.
El Recuenco Eólica, S.L.
Electren UK Limited
Electren USA Inc.
Electrén, S.A.
Electromur, S.A.
Electronic Traffic, S.A.
Electronic Trafic de Mexico, S.A. de C.V.
Emplogest, S.A.
Emurtel, S.A.
Enclavamientos y Señalización Ferroviaria, S.A.
Enelec, S.A.
Energía Sierrezuela, S.L.
Energía y Recursos Ambientales Internacional, S.L.
Energías Ambientales de Guadalajara, S.L.
Energías Ambientales de Oaxaca, S.A. de C.V.
Energías Ambientales de Soria, S.L.
Energias Mexicanas, S.L.U.
Energías Renovables Andorranas, S.L.
Energías y Recursos Ambientales, S.A.
Engemisa Engenharia Limitida
Enipro, S.A.
Enq, S.L.
Eólica del Guadiana, S.L.
Eólica Majadillas, S.L.
EPC Ciclo Combinado Norte, S.A. de C.V.
EPC Plantas Fotovoltáicas Lesedi y Letsatsi, S.L.
Equipos de Señalización y Control, S.A.
Etra Bonal, S.A.
Etra Interandina, S.A.
Etra Investigación y Desarrollo , S.A.
Etrabras Mobilidade e Energia Ltda.
Etracontrol, S.L.
Etralux, S.A.
Etranorte, S.A.
Extresol 2, S.L.
Extresol 3, S.L.
Extresol‐1, S.L. Extresol‐4 S.L.
Eyra Energías y Recursos Ambientais, Lda.
Eyra Instalaciones y Servicios, S.L.
Firefly Investments 261
France Semi, S.A.
Fuengirola Fotovoltaica, S.L.
Garby Aprovechamientos Energéticos, S.L.
Geida Beni Saf, S.L.
Gerovitae La Guancha, S.A.
Gestâo de Negocios Internacionais SGPS, S.A.
Gestión Inteligente de Cargas, S.L.
Gestway ‐ Gestão de infra estruturas Ltda.
Global Spa, S.L.
Golden State Environmental Tedagua Corporation, S.A.
Grafic Planet Digital, S.A.U.
Grupo Imesapi S.L.
Grupo Maessa Saudi Arabia LTD
Guatemala de Tráfico y Sistemas, S.A.
H.E.A Instalaçoes Ltda.
Hidra de Telecomunicaciones y Multimedia, S.A.
Hidraulica de Cochea, S.A.
Hidráulica de Mendre, S.A.
Hidráulica de Pedregalito S.A.
Hidraúlica del Alto, S.A.
Hidráulica del Chiriqui, S.A.
Hidráulica Río Piedra, S.A.
Hidraúlica San José, S.A.
Hidrogestión, S.A.
Hidrolazan, S.L.
Hochtief Cobra Grid Solutions GmbH
Humiclima Caribe Cpor A.Higüey
Humiclima Centro, S.A.
Humiclima Est Catalunya, S.L.
Humiclima Est, S.A.
Humiclima Haiti, S.A.
Humiclima Jamaica Limited
Humiclima Magestic Grupo, S.L.
Humiclima Mexico, S.A. de C.V.
Humiclima Panamá, S.A.
Humiclima Sac, S.A.
Humiclima Sur, S.L.
Humiclima Valladolid, S.L.
Hydro Management, S.L.
Registered Office C/ Jose Luis Lagrange, 103 Piso 8. Los Morales Polanco.11510 Mexico DF. Mexico.
Juan Racine, 112. Piso 8, Col.Los Morales 11510 Mexico D.F. Mexico.
C/ Rua Riachuelo, 268. 90010 Porto Alegre. Brazil
C/ La Granja, 29. 28108 Alcobendas. Madrid. Spain
C/ Paraguay, Parcela 13/3. 30169 San Ginés. Murcia. Spain
Avenida 6 Norte 47N‐32.Cali Valle. Colombia.
Regina House 1‐5 Queen Street.Londres. United Kingdom.
500 Fifth Avenue, 38th floor.Nueva York 10110. United States.
Avda. del Brazil, 6. 28020 Madrid. Spain
C/ Cuatro Vientos, 1. San Ginés. Murcia. Spain
C/ Tres Forques, 147. 46014 Valencia. Spain
Melchor Ocampo 193 Torre C Piso 14D. Veronica Anzures . D.F. 11300. Mexico.
Rua Alfredo Trinidade, 4 Lisboa. 01649 Portugal
C/ Carlos Egea, parc. 13‐18. P.I. Oeste. Alcantarilla. Murcia. Spain
Av. Marechal Gomes da Costa 27. 1800‐255 Lisboa. Portugal
Juan Racine, 112 piso 6 Mexico D.F.
Avda. Linares Rivas, 1‐4.15005 La Coruña. Spain.
Avda. de Pío XII, 102. 28036 Madrid. Spain
Ruas das Patativas, 61 41720‐100.Salvador de Bahía. Brazil.
C/ F, nº 13. P.I. Mutilva Baja. Navarra. Spain
C/ Manuel Siurot, 27. 21004 Huelva. Spain.
Melchor Ocampo, 193, Torre C piso 14D. 11300 Méjico D.F. Mexico
Cardenal Marcelo Spinola, 10.28016 Madrid. Spain
C/ Severino Covas, 100. Vigo. Pontevedra. Spain
C/ Mercuri, 10‐12. Cornellá de Llobregat. Barcelona. Spain
C/ 100, nº 8A‐51, Of. 610 Torre B. Santafe de Bogota. Colombia
Av. Marechal Camara, 160, Sala 1619. 20020‐080 Centro.Rio de Janeiro. Brazil.
Av. Manoteras, 28.28050 Madrid. Spain.
C/ Errerruena, pab. G. P.I. Zabalondo. Munguia. Vizcaya. Spain
Torre de Miguel Sesmero. Badajoz Carretera N‐432 Badajoz‐Granada km 32,700. Spain.
Avda Sidonio Pais, 28 Lisboa. Portugal
Cardenal Marcelo Spínola,10.28016 Madrid. Spain.
22 On Kildare. 22 Kildare Road.7700 Newlands. Súdafrica
20/22 Rue Louis Armand rdc. 75015 Paris. France.
CL Sepulveda, 6 28108 Alcobendas.Madrid. Spain.
José Luis Bugallal Marchesi, 20. 15008 La Coruña. Spain
Ctra. del Rosario Km 5,2. La Laguna. 38108 Santa Cruz Tenerife. Islas Canarias. Spain
Rua Rui Teles Palhinha 4 ‐ 3º Lei o 2740‐278.Porto Salvo. Portugal.
Av. Rouxinol n.º 1041 conj. 1008, Moema, CEP 04516‐001.São Paulo. Brazil.
Camino Vell de Bunyola, 37. 07009 Palma de Mallorca. Islas Baleares. Spain
C/ Anable Segura,10 2º.28109 Madrid. Spain.
Avda. de Manoteras nº 26.28050 Madrid. Spain
Khobar ‐31952 P.O. Box 204. Arabia Saudi
C/ Edificio Murano Center, 14. Oficina 803 3‐51. Zona 10. Guatemala
Rua das Patativas, 61 Salvador de Bahía
C/ Severo Ochoa, 10. 29590 Campanillas. Málaga. Spain
Dr Ernesto Perez Balladares, s/n.Chiriqui. Panama.
Dr. Ernesto Pérez Balladares. Provincia de Chiriqui. Panama
Urbanización Doleguita Calle D Norte, Edificio Plaza Real, Apto/Local 1.Chiriqui. Panama.
Dr. Ernesto Pérez Balladares David.Chiriqui. Panam .
Dr.Ernesto Perez Balladares, s/n.Chiriqui. Panama.
Avda. Manoteras, 28. Madrid. Spain
Alfredstrade,236.Essen. Germany.
Ctra Cruce De Friusa, s/n. Higüey. Altagracia. República Dominicana
C/ Orense,4 1º planta. 28020 Madrid. Spain
Carretera del Mig, 37. 08940 Cornella de Llobregat. Barcelona. Spain
Angle Rue Clerveau et Darguin, 1 Petion Ville.Port au Prince. Haiti
Corner Lane 6 Montego Bay. St James. Jamaica
Cancun (Quintana De Roo). Mexico
Calle 12, Corregimiento de Rio Abajo Panama.
C/ Morocco, 12. Jérez de La Frontera. Cádiz. Spain
C/ Puente Colgante, 46. Valladolid. Spain
Avda.Teneniente General Gutierrez Mellado, 9. 30008 Murcia. Spain
100.00%
51.00%
100.00%
100.00%
100.00%
40.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
98.21%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
74.54%
100.00%
90.00%
100.00%
75.00%
84.78%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
98.00%
100.00%
92.00%
99.73%
100.00%
100.00%
100.00%
100.00%
74.54%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
77.50%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.98%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
79.63%
10
APPENDIX I
Subsidiaries
Company
Iberoamericana de Hidrocarburos, S.A. de C.V.
Imesapi Colombia SAS
ImesAPI Maroc
Imesapi, Llc.
ImesAPI, S.A.
Imocme, S.A.
Infraest. Energéticas Medioambi. Extremeñas, S.L.
Infraestructuras Energéticas Aragonesas, S.L.
Infraestructuras Energéticas Castellanas, S.L.
Ingenieria de Transporte y Distribución de Energía Eléctrica, S.L. (Intradel)
Initec do Brasil Engenharia e Construçoes, Ltda.
Initec Energía Ireland, LTD.
Initec Energía, S.A.
Injar, S.A.
Innovantis, S.A.
Innovtec, S.R.L.U.
Inotec
Instalaciones y Montajes de Aire Climatizado, S.L.
Instalaciones y Servicios Codeni, S.A.
Instalaciones y Servicios Codepa, S.A.
Instalaciones y Servicios Codeven, C.A.
Instalaciones y Servicios INSERPA, S.A.
Instalaciones y Servicios Uribe Cobra, S.A. de C.V
Intebe, S.A.
Intecsa Ingeniería Industrial, S.A.
Integrated Technical Producs, LLC.
Invexta Recursos, S.L.
Iscobra Instalacoes e Servicios, Ltda.
Itumbiara Marimbondo, Ltda.
La Caldera Energía Burgos, S.L.
LestEnergía
Linhas de Transmissao de Montes Claros, Ltda.
Litran do Brasil Partipaçoes S.A.
LTE Energía, Ltda.
Lumicán, S.A.
Lusobrisa
Luziana Montagens e Servicios, Ltda.
Maessa France SASU
Maessa Telecomunicaciones, S.A. (MAETEL)
Maetel Chile LTDA
Maetel Peru, S.A.C.
Maetel Romania SRL
Maintenance et Montages Industriels S.A.S
Makiber, S.A.
Manchasol 1 Central Termosolar Uno, S.L.
Manchasol 2 Central Termosolar Dos, S.L.
Mantenimiento y Montajes Industriales, Masa Chile, Ltda.
Mantenimiento y Montajes Industriales, S.A.
Mantenimientos Integrales Senax, S.A.
Mantenimientos, Ayuda a la Explotación y Servicios, S.A. (MAESSA)
Mas Vell Sun Energy, S.L.
Masa Algeciras, S.A.
Masa do Brasil Manutençao e Montagens Ltda.
Masa Galicia, S.A.
Masa Huelva, S.A.
Masa Méjico, S.A. de C.V.
Masa Norte, S.A.
Masa Puertollano, S.A.
Masa Servicios, S.A.
Masa Tenerife, S.A.
MASE Internacional, CRL
Mencli, S.L.
Mexicana de Servicios Auxiliares, S.A. de C.V.
Mexicobra, S.A.
Mexsemi, S.A. de C.V.
Midasco, Llc.
Mimeca, C.A.
Minuano Montangens e Servicios, Ltda.
Miramar Energias, S.L.U.
Monclova Pirineos Gas, S. A. de C. V.
Moncobra Canarias Instalaciones, S.A.
Moncobra Constructie si Instalare, S.R.L.
Moncobra Dom
Moncobra Perú
Moncobra, S.A.
Monelec, S.L.
Montrasa Maessa Asturias, S.L.
Moyano Maroc SRALU
Murciana de Tráfico, S.A.
New Generation Sistems, S.R.L.
NGS ‐ New Generation Services, Ltda.
North Africa Infraestructures, S.L.
OCP Perú
Oficina Técnica de Estudios y Control de Obras, S.A
Opade Organización y Promoción de Actividades Deportivas, S.A.
P. E. Sierra de las Carbas, S.L.
Registered Office C/ Melchor Ocampo 193. Colonia Verónica Anzures. Mexico
Calle 134 bis nº. 18 71 AP 101.Bogot D.C. Colombia
Rue Ibnou El Coutia. Lotissement At Tawfiq hangar 10. Casablanca. Morocco.
The Corporation Trust Center, 1209 Orange Street.Wilmington, Delaware 19801. United States.
Polígono Industrial Las Capellanías. Parcela 238B. Cáceres. Spain
C/ Paraíso, 3. 50410 Cuarte de Huerva. Zaragoza. Spain
Aluminio, 17. 47012 Valladolid. Spain
Avenida Rio Branco, 151 5º andar, Grupo 502, Centro.20040 ‐ 911 Rio de Janeiro. Brazil.
Great Island CCGT PROJECT, Great Island, Campile ‐ New Ross ‐ CO. Wexford. Ireland.
Vía de los Poblados, 11. 28033 Madrid. Spain
C/ Misiones 13.Las Palmas de Gran Canaria. Spain.
Av. Rua Vlamir Lenni Nº179 andar 6º .Maputo. Mozambique.
Immeuble les Baux RN 8.13420 Gemenos. France.
Rua Vula Matadi, 154 ‐ Vila Alice, Luanda. Angola.
De la Casa del Obrero 1C Bajo, 2C Sur, 75 Varas abajo, Casa #1324 Bolonia Managua. Nicaragua
Calle 12, Rio Abajo Ciudad de Panama. Panama
Avda.S.Fco Miranda. Torre Parque Cristal. Torre Este, planta 8. Oficina 8‐10. Chacao. Caracas. Venezuela
Urb. Albrook C/Principal Local 117. Panama.
José Luis Lagrange, 103 piso 8 Los Morales Miguel Hidalgo.Mexico D.F. Mexico.
C/ Tarragones, 12.L´Hospitalet de L´Infant.Tarrragona. Spain.
Vía de los Poblados, 11. 28033 Madrid. Spain
1117 Joseph Street Shreveport Louisiana LA 71107. United States.
General Bruce,810 Rio de Janeiro. Brazil 20921
Marechal Camera,160 Rio de Janeiro. Brazil 20020
Calçada Da Rabaça, Nº 11. Penamacor. Portugal
Avda. Marechal Camera 160, sala 1808.Rio de Janeiro. Brazil.
Pz. Centenario ‐ Av. Naçoes Unidas 12995. 04578‐000.Sao Paulo. Brazil.
C/ Arco, nº 40. Las Palmas de Gran Canaria. Islas Canarias. Spain
Rua Rui Teles Palhinha, 4‐3º. Leião 2740‐278 Porto Salvo. Portugal
Av. Marechal Camara, 160. Rio de Janeiro. Brazil
115, rue Saint Dominique.75007 Paris . France.
C/ Bari, 33 ‐ Edificio 3. 50197 Zaragoza. Spain
Huerfanos 779, oficina 608.Santiago de Chile. Chile
Calle Julian Arias Araguez nº250. Lima. Per Lima. Peru.
Constantin Brancoveanu nr.15, ap 4, Biroul 3.Cluj‐Napoca. Romania
64 Rue Montgrand. Marseille .13006 Marseille. France.
Paseo de la Castellana, 182‐2º. 28046 Madrid. Spain
C/Apoquindo 3001 Piso 9.206‐744 Las Condes. Santiago de Chile. Chile.
C/ Teide, nº 4 Edificio F‐7.28770 San Sebasti n de los Reyes. Madrid. Spain.
C/ Tarragones, 12.L´Hospitalet de L´Infant. Tarrragona.Spain
C/ Cardenal Marcelo Spinola Nº 42 ‐ planta 11ª. 28016 Madrid. Spain.
C/ Prósper de Bofarull, 5 . Reus (Tarragona)
Av. Blas Infante, Edificio Centro Blas Infante, local 8. 11201 Algeciras. Cádiz. Spain
Avda presidente Wilson, nº231,sala 1701 (parte), Centro.Río de Janeiro. Brazil
Políg. Ind. De la Grela ‐ C/ Guttember, 27, 1º Izqd. 15008 La Coruña. Spain
C/ Alonso Ojeda, 1. 21002 Huelva. Spain
C/ Juan Racine, 112, 8º ‐ Colonia Los Morales, Del. Miguel Hidalgo ‐ 11510 Mexico D.F.
C/ Ribera de Axpe, 50‐3º. 48950 Erandio Las Arenas. Vizcaya. Spain
Crta. Calzada de Calatrava, km. 3,4. 13500 Puertollano. Ciudad Real. Spain
Políg. Ind. Zona Franca, Sector B, Calle B. 08040 Barcelona. Spain
Pº Milicias de Garachico, 1, 4º, Ofic. 51 ‐ Edif. Hamilton. 38002 Sta. Cruz de Tenerife. Islas Canarias. Spain
PO Box 364966.San Juan. Puerto Rico.
C/ Biniarroca s/n, Local 16. 07710 Sant Lluis. Menorca. Islas Baleares. Spain.
Av. Paseo de la Reforma, 404. Piso 15.1502. Colonia Juarez. Delegación Cuauhtemoc. 06600 Mexico D.F. Mexico.
Colonia Polanco C/Alejandro Dumas,160. Mexico D.F. 11500
Avda. Dolores Hidalgo 817 CD Industrial Irapuato Gto. 36541. Mexico
7121 Dorsey Run Road Elkrige.Maryland 21075‐6884. United States.
Avda. Marechal Camera, 160 Sala 1626.Rio de Janeiro. Brazil.
Avda.Linares Rivas, 1‐4.15005 La Coruña. Spain.
Padre Larios, 105 colonia Carranza.Coahuilla 25760. Mexico.
León y Castillo, 238. 35005 Las Palmas de Gran Canaria. Islas Canarias. Spain
Floresca, 169‐A floresca Business Park.Bucarest. Romania
3296 Bld Marquisat de Houelbourg‐ Zl de Jarry97122 Baie Mahault. Guadalupe
Avda Víctor Andrés Belaúnde 887 Distrito: Carmen de le Legua Reinoso. Peru.
C/ Ceramistas, 14. Málaga. Spain
C/ Camara, nº 54‐1º dchra. 33402 Avilés. Asturias. Spain
269 8D Zertouni Etg 5 Appt 1.Casablanca. Morocco.
Carril Molino Nerva, s/n. Murcia. Spain
139, rue Simone Signoret ‐ Tournezy II.34070 Motpellier . France
Pz. Centenario ‐ Av. Naçoes Unidas 12995. 04578‐000Sao Paulo. Brazil.
Avda Víctor Andrés Belaúnde 887 Distrito: Carmen de le Legua Reinoso
C/ Sepúlveda 6. 28108 Alcobendas. Madrid. Spain. Cardenal Marcelo Spínola, 10.28016 Madrid. Spain.
87.63%
100.00%
100.00%
100.00%
100.00%
74.54%
100.00%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
33.75%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
99.40%
100.00%
100.00%
100.00%
100.00%
100.00%
61.79%
74.54%
100.00%
75.00%
74.54%
100.00%
74.54%
100.00%
100.00%
99.40%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
99.73%
100.00%
82.80%
100.00%
100.00%
69.45%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
50.00%
100.00%
100.00%
100.00%
74.54%
51.00%
100.00%
100.00%
100.00%
61.79%
11
APPENDIX I
Subsidiaries
Company
P.E. Marcona, S.R.L.
P.E. Monte das Aguas, S.L.
P.E. Monte dos Nenos, S.L.
P.E.Donado, S.L.
P.E.Tesosanto, S.L.
Parque Cortado Alto, S.L.
Parque Eólico Buseco, S.L.
Parque Eólico de Valdecarro, S.L.
Parque Eólico La Val, S.L.
Parque Eólico Santa Catalina, S.L.
Parque Eólico Tadeas, S.L.
Parque Eólico Tres Hermanas, S.A.C
Parque Eólico Valcaire, S.L.
Parque Eólico Valdehierro, S.L.
Percomex, S.A.
Pilatequia, S.L.
Planta de Tratamiento de Aguas Residuales, S.A.
Procme, S.A.
Promservi, S.A.
Railways Infraestructures Instalac y Servicios LLC
Recursos Ambientales de Guadalajara, S.L.
Recursos Eólicos de Mexico, S.A. de C.V.
Remodelación Diesel Cadereyta, S.A. de C.V.
Remodelación el Sauz, S.A. de C.V.
Repotenciación C.T. Manzanillo, S.A. de C.V.
Riansares Eólica, S.L.
Ribagrande Energía, S.L.
Rioparque, Lda.
Robledo Eólica, S.L.
Roura Cevasa, S.A.
Salmantina de Seguridad Vial, S.A.
Sao‐Simao Montagens e Servicos de Electricidade, Ltda.
Sedmiruma, S.R.L.
Sedmive, C.A. (Soc. Españ. Montajes Indus Venezuela)
Seguridad Integral Metropolitana, S.A.
SEMI Bulgaria, S.L.U.
Semi Chile Spa
SEMI Colombia S.A.S. Semi Germany, S.A.
Semi Ingenieria, S.r.L.
Semi Italia, SRL.
Semi Maroc, S.A.
SEMI Panamá, S.A.
Semi Peru Montajes Industriales S.A.C. Semi Servicios de Energia Industrial y Comercio SL
Semi USA Corporation
Semicosta Inc Sociedad Anónima
Semona, S.R.L.
Sermacon Joel, C.A.
Sermicro, S.A.
Serpimex, S.A. de C.V.
Serpista, S.A.
Serrezuela Solar II, S.L.
Serveis Catalans, Serveica, S.A.
Servicios Administrativos Offshore, S.A. de C .V .
Servicios Cymimex, S.A. de C.V.
Servicios Dinsa, S.A. de C.V.
Servicios Logísticos y Auxiliares de Occidente, SA
Servicios Operativos Offshore, S.A. de C. V .
Servicios Proyectos Industriales de Méjico, S.A. de C.V.
Sete Lagoas Transmissora de Energia, Ltda.
Setec Soluçoes Energeticas de Transmissao e Controle, Ltda.
Sice Canada, Inc.
Sice do Brasil, S.A.
Sice Energía, S.L.
Sice Hellas Sistemas Tecnológicos Sociedad Unipersonal de Responsabilidad Sice NZ Limited
SICE PTY, Ltd.
Sice Societatea de Inginerie Si Constructii Electrice, S.R.L.
Sice South Africa Pty, Ltd.
Sice Tecnología en Minería, S.A.
Sice Tecnología y Sistemas, S.A.
SICE, Inc.
SICE, LLC.
Sidetel, S.A.
Sistemas Integrales de Mantenimiento, S.A.
Sistemas Radiantes F. Moyano, S.A.
Sistemas Sec, S.A.
Small Medium Enterprises Consulting, B.V.
Soc Iberica de Construcciones Electricas de Seguridad, S.L.
Soc. Española de Montajes Industriales, S.A. (SEMI)
Sociedad Ibérica de Construcciones Eléctricas, S.A.
Sociedad Industrial de Construccion Eléctricas, S.A
Sociedad Industrial de Construcciones Eléctricas de Costa Rica, S.A.
Sociedad Industrial de Construcciones Eléctricas Siceandina, S.A.
Sociedad Industrial de Construcciones Eléctricas, S.A. de C.V.
Registered Office Alfredo Salazar, 409 Miraflores.Lima. Peru.
José Luis Bugallal Marchesi, 20. 15008 La Coruña. Spain
Cardenal Marcelo Spínola, 10.28016 Madrid. Spain
Comandante Caballero, 8. 33005 Oviedo. Asturias. Spain
Cardenal Marcelo Spínola, 10.28016 Madrid. Spain
La Paz, 23‐2ºB. Valencia. Spain
Avda. Víctor Andrés Belaunde, 887. Carmen de la Legua Reynoso Callao.Lima. Peru.
Ayuntamiento,7 Padul Granada. Spain.Granada. Spain
Melchor Ocampo, 193 Torre C‐Colonia Verónica Anzures. Mexico.
C/ Velazquez 61 Planta 1, Puerta IZQ.28001 Madrid. Spain.
Avda Argentina,2415 Lima. Peru.
Rua Rui Teles Palhinha, 4. Leião 2740‐278 Porto Salvo. Portugal.
Hai Al‐Basatin ‐ Prince Sultan Road 7346 Arab United Emirates
Juan Racine, 112 piso 6.Mexico D.F. Mexico.
Jose Luis Lagrange, 103 Piso 8 Los Morales Miguel Hidalgo.Méjico D.F. Méjico
José Luis Lagrande, 103 P‐8.Los Morales Polanco. Mexico.
Juan Racine,112 piso 8.Mexico D.F. Méjico.
Caracas, 5. Barcelona. Spain
Cascalajes, 65‐69. 37184 Villares de la Reina. Salamanca. Spain
Rua Marechal Camara, 160. Rio de Janeiro. Brazil
Bucarest, sector 3, Str Ion Nistor 4. Romania.
Av. Rómulo Gallegos con 4ta. Av. Palos Grandes, 1ra. Av. Santa Eduvigis, edificio KLM, piso 2 oficina 2‐D Urb. Los Palos Grandes, zona postal 1060 Caracas, Venezuela
Calle Stara Planina, 5.Sofia. Bulgaria.
Almirante Pastene 333.Santiago de Chile. Chile.
Bogot D.C. Colombia.
Schlüter Str.17 10625.Berlin. Germany.
Calle Proyecto Central 8, Distrito Nacional.Santo Domingo. Dominican Republic.
Via Uberto Visconti Di Modrone 3.Milan. Italia.
5 Rue Fakir Mohamed .Casablanca Sidi Belyout. Morocco.
Edificio El Peñón, calle 40, Bellavista. Panama.
Av. Victor Andres Belaunde Nro. 210.Lima. San Isidro. Peru.
Gülbahar Mah. Altan Erbulak Sok. Atasoy Is Hani No: 3/1.Estambul. Turkey.
2800 Post Oak Blvd. Suite 5858.Houston, Texas. United States.
Diagonal al parque del Centro Comercial el Pueblo.San José. Costa Rica.
Av John Kennedy, Esq Lope de Vega, Edif. Scotiabank.Santo Domingo. Dominican Republic.
C/ Pradillo, 46. 28002 Madrid. Spain.
C/ Jose Luis Lagrange, 103 Piso 8. Los Morales Polanco.11510 Mexico DF. Mexico.
Juan Racine Nº 112 Piso 8 Col. Los Morales C.P. 11510 Mexico D.F.
Juan Racine 112 6º piso Colonia Los Morales 11510. Mexico D.F. Mexico
Avda. Ofibodegas Los Almendros, 3 13‐35 Guatemala
Juan Racine Nº 112 Piso 8 Col. Los Morales C.P. 11510 Mexico D.F.
Avda. Marechal Camera, 160.Río de Janeiro. Brazil.
Av. Presidente Wilson 231, sala 1701 20030‐020 Rio de Janeiro. Brazil
100 King Street West, Suite 1600.Toronto On M5X 1G5. Canada.
C/ Joaquim Eugenio de Lima, 680. Sao Paulo. Brazil
C/Omirou. 14562 Kifissia. Grecia
Level 4, Corner Kent & Crowhurst Streets, New Market.Auckland, 1149. Australia.
Level 5, Mayne Building. 390 St. Kilda Road. Melbourne, Vicotira 3004. Australia.
Calea Dorobantilor, 1.Timisiora. Romania.
C/ PO Box 179. 009 Pretoria, Sudáfrica
Two Alhambra Plaza,suite 1106.Coral Gables. Fl 33134. Miami. United States.
Rublesvkoye Shosse 83/1 121467 Moscu. Russia
Avda. Manoteras, 28. Madrid. Spain
C/ Teide, 5‐1º. 28709 San Sebastián de los Reyes. Madrid. Spain
C/ De La Cañada, 53. 28850 Torrejón de Ardoz. Madrid. Spain
C/ Miraflores 383. Santiago de Chile. Chile
Claude Debussylaan, 44, 1082 MD.Amsterdam. Holland.
C/ La Granja 29. 28108 Alcobendas. Madrid. Spain
C/ Manzanares, 4. 28005 Madrid. Spain
C/ Aquilino de la Guardia. Edificio IGRA Local 2. Urbanización Bella Vista Panama
C/ San Jose Barrio Los Yoses ‐ Final Avenida Diez.25 m.norte y 100 este. San Jose. Costa Rica
C/ Chinchinal, 350. Barrio El Inca. Pichincha ‐ Quito. Ecuador.
Paseo de la Reforma, 404. Despacho 1502, Piso 15 Col. Juarez 06600 Delegación Cuauhtemoc Mexico D.F.
99.99%
60.00%
100.00%
100.00%
61.79%
51.00%
80.00%
100.00%
51.00%
100.00%
51.48%
100.00%
100.00%
51.48%
100.00%
52.18%
100.00%
74.54%
100.00%
100.00%
100.00%
100.00%
99.00%
95.00%
100.00%
70.00%
100.00%
74.54%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
90.00%
100.00%
100.00%
100.00%
100.00%
99.90%
100.00%
99.73%
100.00%
100.00%
100.00%
100.00%
100.00%
70.00%
82.80%
100.00%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
60.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.00%
74.54%
100.00%
99.73%
100.00%
100.00%
100.00%
100.00%
100.00%
12
APPENDIX I
Subsidiaries
Company
Sociedad Industrial de Construcciones Eléctricas, S.L., Ltda.
Société Industrielle de Construction Electrique, S.A.R.L.
Soluciones Auxiliares de Guatemala, S.A.
Soluciones Eléctricas Integrales de Guatemala, S.A.
Spcobra Instalaçoes e Serviços, Ltda.
Sti Telecom Spa
Sumipar, S.A.
Taxway, S.A.
Tecneira Acarau Geraçao e Comercialiçao de Energia Eletrica S.A.
Tecneira Brasil Participações S.A.
Tecneira Embuaca Geração e Comerc. de Energia SA
Tecneira Novas Enerias SGPS, S.A.
Tecneira, S.A.
Técnicas de Desalinización de Aguas, S.A.
Tecnicas de Sistemas Electrónicos, S.A. (Eyssa‐Tesis)
Tecnotel Clima, S.L.
Tecnotel de Canarias, S.A.
Tedagua Internacional, S.L.
Tedagua Mexico, S.A. de C.V.
Tedagua Renovables, S.L.
Telcarrier, S.A.
Telsa Instalaciones de Telecomunicaciones y Electricidad, S.A.
Termosesmero, S.L.
Tesca Ingenieria del Ecuador, S.A.
TNG Brasil, Ltda.
Tonopah Solar Energy Holdings I, LLC.
Tonopah Solar Energy Holdings II, LLC.
Tonopah Solar Energy, LLC
Torre de Miguel Solar, S.L.
Trafiurbe, S.A.
Triana do Brasil Projetos e Serviços, Ltda.
Trigeneración Extremeña, S.L.
Tucurui Dourados Montagens e Serviços, Ltda.
UrbaEnergía Instalaciones y Servicios, S.L.
Urbaenergía, S.L.
Valdelagua Wind Power, S.L.
Venelin Colombia SAS
Venezolana de Limpiezas Industriales, C.A. (VENELIN)
Ventos da Serra Produção de Energía, Ltda.
Vetra MPG Holdings 2, LLC
Vetra MPG Holdings, LLC
Viabal Manteniment i Conservacio, S.A.
Vieyra Energía Galega, S.A.
Villanueva Cosolar, S.L.
Registered Office CL 94 NO. 15 32 P 8. Bogot D.C. Colombia
Espace Porte D Anfa 3 Rue Bab Mansour Imm C 20000 Casa Blanca. Morocco
Joao Ventura Batista,986 Sao Paulo. Brazil 02054
C/ B Sector B Zona Franca 4. 08040 Barcelona. Spain
Colonia, 981.Montevideo. Uruguay
Rua Marcos Macedo 1333 Sala 416 CEP 60.150‐190 Aldeota.Fortaleza. Brazil.
Rua Marcos Macedo n.º 1333 Torre II sala 416, CEP 60.150‐190.Aldeota, Fortaleza. Brazil.
Fazenda Bodes, CEP 62.690‐000 Praia de Embuaca.Município de Trairi, Estado do Cear . Brazil.
Rua Rui Teles Palhinha, 4. Leiao 2740 Oeiras. Portugal
Rua Rui Teles Palhinha, 4. Leião 2740‐278 Porto Salvo. Portugal
Rua General Pimenta do Castro 11‐1. Lisboa. Portugal
Pg Ind.Valle Guimar Manz, 6. Arafo. Santa Cruz de Tenerife. Islas Canarias. Spain
Misiones, 13. Las Palmas de Gran Canaria. Spain
Calzada Melchor Ocampo, 193 Edif C 14D Anzures.Mexico D.F. Mexico
Procesador, 19. Telde 35200 Las Palmas. Islas Canarias. Spain
Cardenal Marcelo Spínola 10.28016 Madrid. Spain
Avda. 6 de diciembre N37‐153 Quito. Ecuador
Av. Dom Luis Paracuru 1200, Bairro de Meireles. 60.160‐230.Fortaleza, Estado do Cear . Brazil.
7380 West Sahara, Suite 160.Las Vegas NV 89117. United States
2425 Olympic Blvd, suite 500E.Santa Monica, CA 90404. United States
2425 Olympic Blvd, suite 500E.Santa Monica, CA 90404. United States
Estrada Oct vio Pato C Empresar‐Sao Domingo de Rana. Portugal
Calle 107 A Nº. 8‐22.Bogotá. D.C. Colombia
Monte do Poço Branco, Estrada de Sines EN121. 7900‐681.Ferreira do Alentejo. Portugal.
10900 NW 21ST Street, suite 190.Miami ‐ Florida 33172. United States.
10900 NW 21ST Street, suite 190.Miami ‐ Florida 33172. United States.
Roders, 12. 07141 Marratxi. Islas Baleares. Spain
José Luis de Bugallal Marchesi, 20‐1 izq. 15008 La Coruña. Spain
Guadalajara,14. 19193 Guadalajara. Spain.
100.00%
100.00%
100.00%
100.00%
56.00%
100.00%
100.00%
100.00%
74.54%
100.00%
100.00%
74.54%
74.54%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
74.54%
36.60%
36.60%
36.60%
100.00%
76.20%
50.00%
100.00%
99.00%
100.00%
100.00%
100.00%
82.80%
82.80%
74.54%
100.00%
100.00%
100.00%
51.00%
59.63%
Avda. Camino de Santiago, 50.28050 Madrid. Spain.
Avda. Diagonal, nº 611 ‐ 2º. Barcelona. Spain
Polígono Los Barriales, s/n. Valladolid. Spain
Av. Homero 229, Desp. 401. Chapultepec Morales.Mexico D.F. CP 11570. Mexico.
Alcalde Guzmán,18. Quilicura. Chile
C/ Alcalde Luis Pascual, 17 Bajo Caudete.Albacete. Spain.
Camino de la Muñoza, s/n. Ctra. Madrid‐Barcelona, km. 15,200 ‐ 28042 Madrid. Spain.
C/ A . Políg. Industrial Zona Franca. Barcelona. Spain
Av. Albert Einstein. 34000 Montpellier. France
Place de la Madeleine, 6. 75008 Paris. France
Boulevard Demetrio Herrero, 6. 39300 Torrelavega. Santander. Spain
Condado de Treviño, 19. Burgos. Spain
Alcalde Guzmán,18. Quilicura. Chile
C/ Cobalto,12.Pol. Ind. San Cristobal .47012 Vallodolid. Spain.
Pza. Antonio Beltrán Martínez, nº 1 ‐ Edificio Trovador, oficina 6 C. 50002 Zaragoza. Spain
c/ Lincoln, 11. 08006 Barcelona. Spain
ZA Marcel Doret rue Jacques Monod. 62100 Calais. France
Av. Reforma Sur 916.Centro Tehuacan Puebla CP 75700. Mexico.
Luçar Dòcean s/n. Parroquía de Orto. A Coruña. Spain
Calle Independencia, Sector centro, Edificio Ariza, piso 2, ofic. 2‐2, Valencia, Edo. Carabobo. Venezuela
C/ Ramón y Cajal, 17. Luceni. Zaragoza. Spain
C/ La Barca de Vejer s/n. Vejer de La Frontera. Cádiz. Spain
Ctra. de Madrid, km. 315,800 Edif. Expo Zaragoza, 3 Ofic. 14 ‐ 50012 Zaragoza. Spain
Crta de Madrid Edif.Expozaragoza Km. 315.8 3 of 14. 50012 Zaragoza. Spain
Palacio de la Excma. Diputación de Jaén. Jaén. Spain
Calle 31 c/v calle 27 ‐ Nave 715‐701, P.I. Qatarroja. Valencia. Spain
Route de Phaffans. 90380 Roppe. France
Av. Mohamed tazi, 1er piso.T nger‐marshan. Morocco.
Station Marpol. Zone Franche Ksar El Majaz, Oued R´mel. Commune Anjra.Province Fahs ‐ Anjra. Morocco.
Camino de Hormigueras, 171.28031 Madrid. Spain
Avda. López y Planes, 2577. Misiones. Argentina
Avda. de Tenerife, 4‐6. 28703 San Sebastian de los Reyes. Madrid. Spain
Calle Lázaro Cardenas, Km 6 en Hermosillo, Sonora. Mexico
7 Rue du Docteur Fourniols, 95420 Magny en Vexin. France
Vale Ana Gomez, Ed. Síntax Estrada de Algeruz. Setubal. Portugal
C/ Diputación, 279, Atico 6ª. Barcelona. Spain
283 Avenue Louise, Bruxelles. Bélgica.
100.00%
60.00%
70.00%
100.00%
50.00%
50.00%
51.00%
66.40%
60.00%
100.00%
100.00%
60.00%
70.00%
50.00%
100.00%
55.00%
71.00%
71.00%
100.00%
100.00%
82.00%
62.50%
60.00%
63.70%
63.70%
60.00%
80.00%
100.00%
100.00%
100.00%
100.00%
90.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
ENVIRONMENT
ACS Servicios y Concesiones, S.L.
Blas Moreno, S.L.
Centro de Transferencias, S.A.
Cytrar, S.A. de C.V.
Demarco, S.A.
Eco Actrins, S.L.U.
Ecoentorno Ambiente, S.A.
Ecoparc de Barcelona S.A.
Empordanesa de Neteja, S.A.
Evere, S.A.S.
France Auto Service Transport, E.U.R.L.
Gestión Medioambiental de Torrelavega, S.A.
Gestión y Protección Ambiental, S.L.
KDM, S.A.
Laboratorio de Gestión Ambiental, S.L.
Monegros Depura, S.A.
Mora la Nova Energía, S. L.
Octeva, S.A.S.
Olimpia, S.A. de C.V.
Orto Parques y Jardines, S.L.
Pruvalsa, S.A.
Puerto Seco Santander‐Ebro, S.A.
Residuos de la Janda, S.A.
Residuos Industriales de Teruel, S.A.
Residuos Industriales de Zaragoza, S.A
Residuos Sólidos Urbanos de Jaén, S.A.
Salins Residuos Automoción, S.L.
SCI Sintax
Sertego Maroc, S.A.
Sertego TGMD, S.A.
Sertego, S.L.
Servicios de Aguas de Misiones, S.A.
Servicios Selun, S.A.
Sevicios Corporativos TWC, S.A. de C.V.
Sintax Est S.A.R.L.
Sintax Ile de France S.A.R.L.
Sintax Logística Transportes, S.A.
Sintax Logística, S.A.
Sintax Logístics Zeebrugge, S.A.R.L.
Sintax Logistique France, S.A.S.
13
APPENDIX I
Subsidiaries
Company
Sintax Logistique Maroc, S.A.R.L.
Sintax Logístique Mediterraneé, E.U.R.L.
Sintax Logístique Region Parisienne, E.U.R.L.
Sintax Logistique Valenciennes, S.A.R.L.
Sintax Navigomes, Ltda.
Sintlogistica, Ltda.
Socamex, S.A.
Somasur, S.A.
Starco, S.A.
Tecmed Environment, S.A.S.
Tecmed Maroc, S.A.R.L. Tecmed Servicios de Recolección, S.A. de C.V.
Tecmed Técnicas Mediamb. de México, S.A. de C.V.
Técnicas Aplicadas de Recuperaciones Industriales, S.A.
Tirmadrid, S.A.
Trans Inter Europe, S.A.S.
Trans Inter Uberherrn, E.U.R.L.
Tratamiento de Residuos Sólidos Urbanos, S.A. de C.V.
Tratamiento Integral de Residuos de Cantabria S.L.U.
Tresima Limpiezas Industriales, S.A. (TRELIMSA)
Urbacet, S.L.. Urbamar Levante Residuos Industriales, S.L.
Urbana de Servicios Ambientales, S.L.
Urbaser Argentina, S.A.
Urbaser Barquisimeto, C.A.
Urbaser de Méjico, S.A. de C.V.
Urbaser Environnement, S.A.S.
Urbaser INC.
Urbaser Libertador, C.A.
Urbaser Limited
Urbaser Mérida, C.A.
Urbaser S.r.l.
Urbaser San Diego, C.A.
Urbaser Transportes, S.L.
Urbaser Valencia, C.A.
Urbaser, S.A.
Urbasys, S.A.S.
Vadereli, S.L.
Valenciana de Eliminación de Residuos, S.L.
Valenciana de Protección Ambiental, S.A.
Valoram, S.A.S.
Valorga International, S.A.S.
Valorgabar, S.A.S.
Valortegia, S.A.S.
Vertederos de Residuos, S.A. (VERTRESA)
Registered Office 332 Boulevard Brahim Roudani ‐ Maarif. Casablanca. Morocco
Av. Luisa Todi, 73. 2900 Setúbal. Portugal
Vale Ana Gomez, Ed. Síntax Estrada de Algeruz. Setubal. Portugal
C/ Cobalto s/n Par. 213. Pol. San Cristóbal. Valladolid. Spain
20, Rue Meliana Hai Ennahada. Rabat. Morocco
Alcalde Guzmán,18. Quilicura. Chile.
21 Rue Jules Guesde. 69230 Saint Genis Laval. Lyon. France
AV capitaine Sidi Omar Elaissaoui cite OLM‐Suissi II. Rabat. Morocco
Avda. de Tenerife, 4‐6. 28703 San Sebastian de los Reyes. Madrid. Spain
C/ Cañada Real de las Merinas, s/n. Madrid. Spain
Route de Phaffans. 90380 Roppe. France
33 Langwies, D‐66 802 Überherrn. Germany.
Calle Lázaro Cardenas, Km 6 en Hermosillo, Sonora. Mexico
Barrio de Vierna s/n.39192 San Bartolomé de Meruelo. Cantabria. Spain.
C/ Copérnico, 1 1ª dcha., P.I. La Gresla (A Coruña)‐Spain
Calle Fray Junipero Serra nº 65 3º, 08030 Barcelona. Spain
C/ 31 c/v calle 27 ‐ Nave 715‐701, P.I. Qatarroja. Valencia. Spain
Avda. José Ortega y Gasset, nº 194‐196. Madrid. Spain
L.N. Alem 986, Piso 3 ‐ Capital Federal. Buenos Aires. Argentina
Carrera, 4 Zona Ind Barquisimeto. Lara. Venezuela
1140 Avenue Albert Einstein. BP 51. 34000 Montpellier Cedex 09. France Hunton&William LLP,1111 Brickell Av. Suite 2500 Miami, Florida 33131. E.E.U.U.
Av. Paseo Cabriales, Sector Kerdell, Torre Movilnet, piso 11, ofic. 4. Valencia. Estado de Carabobo. Venezuela
Unit F, 2nd Floor, Pate Court, St. Margaret's Road.Cheltenham, GL50 4DY. United Kingdom.
Calle 26, entre Av. 2 y 3, C.C. La Casona, piso 2, local 18. Mérida. Estado Mérida.Venezuela
Vía Archimede, 161.Roma. Italia.
Cent Com Fin de Siglo, pta baja, Av. D. Julio Centeno, Sector La Esmeralda, Local 11. Venezuela
C/ 123, s/n, cruce con avenida 94, avda. lizandro Alvarado, zona industrial la Guacamaya, Galpon, Urbaser, Valencia Estado Carabobo. Venezuela
Camino de Hormigueras, 171.28031 Madrid. Spain.
Route de Tremblay, F‐91480 Varennes‐Jarcy. France
Av. Tenerife, 4 y 6.28703 San Sebastian de los Reyes. Madrid. Spain.
Paraje "El Cabezo del Pino". Real de Montroi. Valencia. Spain
L' Alcudia de Crepins ‐ Polig. El Caneri ‐ Parcela 6. Valencia. Spain
1140 Avenue Albert Einstein BP 51.34000 Montpellier Cedex 09. France.
1140 Avenue Albert Einstein. BP 51. 34000 Montpellier Cedex 09. France
1140, Avenue Albert Einstein. BP 51. 34000 Montpellier Cedex 09. France
1140 Avenue Albert Einstein BP 51.34000 Montpellier Cedex 09. France.
Camino de Hormigueras, 171.28031 Madrid. Spain.
100.00%
100.00%
100.00%
100.00%
51.00%
100.00%
100.00%
100.00%
50.00%
100.00%
65.00%
100.00%
100.00%
95.00%
100.00%
100.00%
100.00%
100.00%
100.00%
80.00%
100.00%
80.00%
70.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
65.00%
100.00%
100.00%
100.00%
100.00%
51.00%
85.00%
99.55%
100.00%
100.00%
100.00%
100.00%
83.97%
14
APPENDIX II
UTE / EIG
UTE / EIG
Address
Revenue
100%
Yesa
Gorg Línea 9
Puente de Cádiz
Ave Girona
Complejo Administrativo 9 de Octubre
Kinopraxia Euro Ionia
Viaducto Río Ulla
Metro de Granada
Ave Túnel de Serrano
Estacions L9‐Besos
Vía Litoral
Tolosa
Centro Polivalente Barceló
Ave San Isidro ‐ Orihuela
Estacions L9‐Llobregat
Urumea
Dragados‐Sisk Crosrail Eastern R. Tunnels
Forth Crossing Bridge Constractors Edar Estiviel
HVDC Tunnel GEIE
Consorcio Dragados ‐ Concay
Cubrición Cajón Ferroviario
Aduna
Dique de Protección
Túnel de Prado. Vía izquierda
Vía Utrera Las Cabezas
Gat
Adamuz
Medinacelli
Hospital Ibiza
Antequera
317 Viviendas Ceuta
Prado Porto
Urzaiz‐Soutomaior
Picone/Schiavone/Frontier‐Kemper/Dragados (519)
41G Constructors (520)
Schiavone/Kiewit (521)
Plaza Schiavone (523)
SSK Constructors (524)
Dragados / Judlau a JV Seattle Tunnel Partners a JV
Dragados/ FlatIron/ Sukut a JV
Windsor Essex Parkway
Ottawa LRT
South Fraiser ‐ FTG
Neahd
Thiess John Holland Dragados Joint Venture
Dragados Cobra Initec JV‐ Great Ireland
Techint‐ Dycasa
Skanska / Picone II (47)
Skanska / Picone I (50)
CM013A, 55th Street Ventilation Facility
Picone‐Bove‐Tully J.V
Picone / Schiavone (312) Rondout Constructor (185)
Cl. Rene Petit, 25 ‐ Yesa
Cl. Via Laietana, 33 ‐ Barcelona
Avda. Tenerife, 4 y 6 ‐ San Sebastián de los Reyes
Cl. Acanto, 22 ‐ 5ª Planta ‐ Madrid
Cl. Alvaro de Bazan, 10 ‐ Valencia
Av. Messogeion, 85 ‐ Atenas
Cl. Wenceslao Fernández Florez, 1 ‐ A Coruña
Cl. Lope de Vega, 4 ‐ Granada
Cl. Cardenal Marcelo Spinola, 52 ‐ Madrid
Cl. Candelaria, 28 ‐ 3ª Planta ‐ Ed. Olympo ‐ Santa Cruz De Tenerife
Cl. Gran Via, 53 ‐ Bilbao
Avda. Europa, 18 ‐ Alcobendas
Cl. Alvaro de Bazan, 10 ‐ Valencia
Cl. Gran Via, 53 ‐ Bilbao
25 Canal Sq. 33 fl. Canary Wharf ‐ London
Grange House West Main Road, Grange Mouth ‐ Scotland
Avda. Camino de Santiago, 50 ‐ Madrid
Cl. 2, Rue Helene Boucher ‐ 93330 Neuilly Sur Marne
Cl. 94 A, Nº 13‐08 Barrio Chico ‐ Bogotá
Cl. Ergoyen, 21 ‐ Urnieta
Cl. Compostela, 8 ‐ A Coruña
Cl. Almendralejo, 5 ‐ Sevilla
Cl. Valencia, 87 ‐ Barcelona
Cl. Orense, 11 ‐ Madrid
Cl. Acanto, 22 ‐ 5ª Planta ‐ Madrid
Cl. Antigua Senda de Senet, 11 ‐ Valencia
Parcela B4‐Actuación Loma Colmenar, s/n ‐ Ceuta
West 30th Street, NY, NY
460 Kingsland Ave, NY, NY
29‐60 Northern Blvd, NY, NY
195 Broadway, 18th Floor, NY, NY
1181 Broadway, 5th Floor, NY, NY 26‐15 Ulmer Street, College Point, NY 11354
999 3rd Avenue, 22nd Floor, Seattle, WA 98104
P.O Box 608, Sunol CA 94586
340‐2187 Huron Church Rd, Windsor, ON N9C 2L8, Canada
Confederation Line. 1600 Carling Avenue, Suite 450, PO Box 20. Ottawa, Ontario K1Z 1G3.
8100 Nodel Way Delta BC, Canada
12009 Meridian Street NE, Edmonton, Alberta T6S 1B8; Auditors
Level 7, 345 George Street, NSW 2000
The Oval Building , Block 3, 2nd Floor 160, Shelbourne Road, Ballsbridge, Dublin
Hipólito Bouchard 557 piso 17 ‐ Buenos Aires
20 North Central Ave, Valley Stream, NY 11580
20 North Central Ave, Valley Stream, NY 11580
150 Meadowlands Pkwy Secaucus, NY 07094 31 Garden Lane, Lawrence NY 11559
31 Garden Lane, Lawrence NY 11559
150 Meadowlands Pkwy Secaucus, NY 07094 33.33%
43.50%
100.00%
40.00%
54.00%
33.33%
100.00%
70.00%
42.00%
50.00%
100.00%
40.00%
50.00%
70.00%
50.00%
37.00%
90.00%
28.00%
100.00%
50.00%
70.00%
100.00%
26.00%
40.00%
100.00%
50.00%
33.33%
33.33%
22.40%
50.00%
90.00%
75.00%
67.50%
50.00%
82.50%
100.00%
60.00%
40.00%
42.50%
100.00%
55.00%
40.00%
33.33%
40.00%
41.80%
33.75%
25.00%
99.99%
40.00%
27.50%
45.00%
50.00%
33.33%
100.00%
76.40%
23,466
48,880
30,309
14,111
10,593
10,368
45,907
10,287
10,012
39,579
12,435
11,342
15,523
27,963
17,980
30,491
230,678
205,602
10,379
41,115
59,246
11,637
14,855
12,483
10,727
12,692
10,254
10,535
11,858
40,857
15,828
14,363
23,676
26,381
25,038
20,863
14,716
53,009
103,931
48,119
247,076
47,404
221,603
210,702
214,745
260,671
51,985
67,860
44,054
45,413
12,541
11,604
23,397
15,448
16,077
50.00%
28.00%
50.00%
50.00%
40.00%
25.00%
60.64%
80.00%
35.00%
41.90%
36.00%
281,385
192,817
105,811
95,347
87,710
107,457
41,371
25,500
51,199
29,921
31,626
100.00%
100.00%
19.00%
100.00%
100.00%
100.00%
50.00%
28.42%
100.00%
100.00%
100.00%
60.00%
50.00%
50.00%
26,120
24,966
89,602
14,710
32,711
24,067
47,887
108,925
15,484
12,637
17,833
23,704
11,000
12,533
Baltic 2 OWF (FOU/LGS) (incl. HT OC‐Anteil)
Forth Replacement Crossing
Bau‐ARGE BAB A8 Ulm ‐ Augsburg
Crossrail C310 Thames Tunnel (incl. HT UK‐Anteil)
E6 Dovrebanen FP2
Gotthard Basis Tunnel, Lose Bodio&Faido
Maliakos Kleidi CJV/OJV
ARGE Neubau EKZ Böblingen
Schiphol Amsterdam‐Almere (SAA) A1/A6
EKPPT CJV/OJV
Arge Saale ‐ Elster ‐ Brücke
D ‐ Offshore
GB ‐ Schottland
D ‐ 86441 Zusmarshausen / Im Zusamtal 7
GB ‐ London / Hiview House, Highgate Road
NO ‐ Eidsvoll/ Minnesund
CH ‐ 6743 ‐ Bodio / Consorzio TAT
GR ‐ Itea‐Gonnoi
D ‐ 71032 Böblingen / Uhlandstraße 8
NL ‐ 1112XH Diemen / Eekholt 54
GR ‐ Nea Kifissia, Athen / 25 Ermou Str.
D ‐ 06258 Schkopau / Hallesche Straße 174
INDUSTRIAL SERVICES
Ute Reserva Fría Eten
Ute CC Bremen
Ute Metro Caracas
Consorcio Larreynaga
Ute Ampliación BBG
Ute Marcona
Ute V‐408
Ute C.S.M. V.Ute Metro Valencia
Ute Los Cocos
Ep Ute FZ Ptar Taboada
Ute OM Castor
Ute Luz Madrid
Ute Vea Enwesa‐ Maessa EAE UTE
Calle Cardenal Marcelo Spinola, 10 28016 Madrid
Calle Padilla, 17 28006 Madrid
Reparto San Juan‐Esq opuesta al hotel Brandts Casa247 Nicaragua
Calle Zugazarte, 56 49830 Vizcaya
Calle Jesus, 81 46007 Madrid
Calle Padilla, 17 28006 Madrid
Avenida Victor Andres Belounde, 887 Perú
Evaristo San Miguel 4 28008 Madrid
Orense 68 28020 Madrid
C/ Tarragones 12, bajo planta 4ª‐43890 Hospitalet del Infante ‐ Tarragona
APPENDIX II
ENVIRONMENT
UTE Legio
UTE Ebro
UTE La Paloma
UTE BKU ‐ Tecmed (Albada)
UTE Vertresa Rwe Proces (Las Dehesas)
UTE Logroño Limpio
UTE Ecoparque V
UTE Ecored
UTE Melilla
UBB (Essex) Construction JV
UTE Vertresa ‐ FCC (Tenerife)
UTE Moron (Urbaser Argentina, S.A)
UTE Urbasur (Urbaser Argentina, S.A.)
UTE Espacios Verdes II (Urbaser Argentina, S.A.9
Cl. Valle de Portugal, s/n ‐ San Román de La Vega (León)
Parque Tecnológico de Reciclados. Parc. C1‐18. Crta. La cartuja a Torrecilla de Valmadrid. Km. 1,195. 50720 Zaragoza
Crta. De Valencia Km. 14, Valdemingomez‐ Madrid
Nostian s/n, 15010, La Coruña
Ctra. Valencia, km 14. Complejo Valdemíngomez ‐ Madrid
Polg. Ind. Portalada II C/ La Nevera, nº 18. 26006 Logroño, La Rioja.
Ctra. Terrasa ‐ Manresa C‐58 Barcelona
C/ Soliraditat 41, Aldaia, Valencia
Polígono Industrial Avda. de los Perales S/N, Camino de Coín, Km 1,3
Unit F, Pate Court, St Margaret's Road, Cheltenham, Gloucestershire, GL50 4DY
Pol. Ind. San Isidro ‐ El Rosario (Tenerife)
Gral. J. M. de Pueyrredón 937, Morón
Brandsen 2720, CABA
Brandsen 2720, CABA
50.00%
11,424
100.00%
15,784
62.00%
100.00%
100.00%
50.00%
20.00%
100.00%
50.00%
70.00%
90.00%
100.00%
70.00%
60.00%
10,727
11,321
18,809
10,499
14,557
13,661
10,713
57,151
24,669
16,277
52,660
22,383
Appendix III
Associates
Data on the investee (100%)
COMPANY
Address
Liabilitie
s Assets Profit Equity* Revenue for the year
Cleon, S.A.
Constructora DCB, S.A.
FPS Brunet Inc.
Juluna, S.A.
SDE ( OLRT) Inc.
Superco Orense, S.L.
Vía Olmedo Pedralba, S.A.
Avda. General Perón, 36 1º. 28020 Madrid. Spain.
Avda. Tajamar nº 183 piso 5º.Las Condes. Santiago de Chile. Chile.
1625 Monseigneur‐Langlois Boulevard. Salaberry de Valleyfield, Quebec, J6S 1C2. Canada.
C/ Sorni, 3 bajo. 46004 Valencia. Spain
1600 Carling Avenue, Suite 450.Otawa. ON K1Z1G3. Canad .
C/ Copérnico,7 Edificio Work Center 2ºA ,Polígono la Grela. 15008 La Coruña. Spain
C/ Orense, 11.28020 Madrid. Spain
25.00%
33.33%
35.00%
50.40%
Dubai, Arab Emirates
Australia
Australia
Australia
14.58%
6.48%
9.72%
11.34%
‐
Hamburg, Germany
Berlin, Germany
Amsterdam, Holanda
Varsovia, Poland
26.29%
27.97%
27.97%
27.41%
27.97%
Nucleo Central, 100 Tagus Park, 2780.Porto Salvo. Portugal.
Plaza Rodrigo s/n. 18514 Aldeire Granada. Spain
Plaza Rodrigo s/n. 18514 Aldeire Granada. Spain
Al. Jerozolimskie 56 C, Warsaw. Poland.
Pol Ind. Las Merindades Calle B s/n09550 Villarcayo. Burgos. Spain.
PO BOX 42651. 11551Riad. Saudi Arabian.
Rua Marechal Camara,160. Sala 1534 Rio de Janeiro. Brazil
Av Juan Carlos I, 59‐6. Espinardo. Murcia. Spain
Av. Los Leones 936.Providencia, Santiago de Chile. Chile.
Pol.Industrial Las Merindades calle B, s/n. 09550 Villarcayo. Burgos. C/ Monte Esquinza, 34. 28010 Madrid. Spain
Juan Racine, 112. Piso 8, Col. Los Morales.11510 Mexico D.F. Mexico
Periodista Sánchez Asensio, 1. Cáceres. Spain
c/ Las Fuentecillas, s/n ‐ Villanueva del Arzobispo.23330 Jaén. Spain
Plaza Carlos Trías Beltr n, 7 ‐4ª planta.28020 Madrid. Spain.
Gran Vía Juan Carlos I, 9. 26002 Logroño. Spain
Avda. Europa,6 Parque Empresarial La Moraleja. 28108 Alcobendas. Madrid. Spain
Tagus Sapce ‐ Rua Rui Teles Palhinha, N 4 2740‐278.Porto Salvo. C/ San Francisco de Sales, Nº 38‐1ª Plta. Madrid. Spain
Av. Marechal Camara 160 sala 1833 y 1834. 20030‐020 Rio de Janeiro. Brazil
Rua Casa do Ator, 1115, 8º andar Vila Olímplia.São Paulo. Brazil
9th Floor Salam Tower, Al Corniche Street P.O.Box 15224, Doha. Qatar
Montecito n 38, piso 36 oficina 3y4, colonia Napoles.03810 Mexico D.F. Mexico
Rua Dr. António Loureiro Borges 9. Portugal
Avda.Argentina 2415.Lima. Per .
Warszawa, UL. Aleje, Jerozolimskie, 56 C 00‐803. Poland.
Salam Tower West Bay P.O. Box 15224 DOHA (Qatar)Box 15224 Doha. Qatar
C/ Ribera del Loira, 60.Madrid. Spain
Dr. Aznar Molina, 15‐17. 50002 Zaragoza. Spain
Doctor Aznar molina, 15‐17.50002 Zaragoza. Spain.
Lg Iglesia,1. 15565 La Coruña. Spain
7380 West Sahara, Suite 160.Las Vegas NV 89117. United States
131,338
19,120
31,360
18,193
99,978
927
‐
55,786
(257)
1,224
50.00%
58
‐
58
‐
‐
24.45%
40.00%
688
‐
11
‐
677
‐
‐
‐
‐
‐
3
27
(24)
‐
‐
7,667
7,652
15
7,649
‐
1,043,020
119,330
52,856
67,351
5,599
819,269
68,870
45,364
25,851
5,083
223,751
50,460
7,492
41,500
516
753
5,713
9,580
(2,970)
(9,341)
8,365
164
1,475
23
6,890
141
40,648
40,648
‐
(1,089)
(1)
(32)
(1)
(2,150)
24.84%
10.00%
10.00%
22.36%
50.00%
50.00%
37.27%
33.00%
21.00%
24.50%
50.00%
45.39%
50.00%
40.00%
20.00%
63.00%
37.50%
‐
292,468
327,575
‐
112,828
‐
‐
165,170
3,940
3,619
551
47
149
284
15,538
1,586
25,450
‐
229,307
270,830
‐
40,638
‐
‐
90,750
1,225
3,102
88
‐
146
23
6,100
1,534
16,450
‐
63,161
56,745
‐
72,190
‐
‐
74,420
2,715
517
463
47
3
261
9,438
52
9,000
50.00%
962
739
‐
‐
1,648,710 1,681,987
Al Habtoor Engineering Enterprises Co. LLC
MacMahon Holding Ltd.
Metro Trains Melbourne Pty. Ltd.
Sedgman Pty. Ltd. Leighton associates in other
Hochtief Europe
Am Opernboulevard GmbH & Co. KG
Arbeitsgemeinschaft GÜ Köbis Dreieck KPMG
Copernicus JV B.V.
Perlo Sp. z o.o.
Sociedad Concesionaria Túnel San Cristóbal S.A.
INDUSTRIAL SERVICES
Afta, S. A.
Andasol 1, S.A.
Andasol 2, S.A.
AR Sieniawa sp z. o. o.
Brilhante Transmissora de Energias, S.A.
C.I.E.R. S.L.
CME Al Arabia, Lda.
Concesionaria Jauru Transmissora de Energia
Consorcio de Telecomunicaciones Avanzadas, S.A.
Consorcio GSI Spa
Desarrollos Energéticos Asturianos, S.L.
Dora 2002, S.L.
Dragados Micoperi Offshore, S A P I De C.V.
Electra de Montanchez, S.A.
Energía de la Loma S.A.
Energia Olmedo ‐ Ourense. Fase I, S.A.
Energías Alternativas Eólicas, S.L.
Energías Renovables de Ricobayo, S.A.
Enervouga ‐ Energias do Vouga, Lda.
Escal UGS, S.L.
Hydrotua ‐ Hidroelectricas do Tua, Lda.
Interligaçao Elétrica Norte e Nordeste, S.A.
Interligação Elétrica Sul ,S.A.
Ofiteco WLL
Operadora OCACSA‐SICE, S.A. de C.V.
Parqa, S. A.
Planta de Reserva Fría Eten, S.A.
Portwind sp z. o. o.
Salam Sice Tech Solutions, Llc.
Sistema Eléctrico de Conexión Valcaire S.L.
Sociedad Aragonesa de Estaciones Depuradoras, S.A.
Sociedad de Aguas Residuales Pirineos, S.A.
Somozas Energías Renovables, S.A.
Tonopah Solar Investments, LLC.
37.50%
66.67%
‐
46,917
53,835
‐
11,399
‐
‐
15,933
1,985
3,064
‐
‐
‐
‐
8,879
1,575
8,305
‐
8,023
9,898
‐
2,381
‐
‐
(3,090)
74
261
(2)
‐
223
‐
(81)
‐
(33,277)
‐
‐
‐
(5,300)
‐
‐
(40)
554
‐
1,560
37.50%
‐
‐
‐
25.00%
218,145
116,467
101,678
18,878
‐
49.90%
49.00%
82,080
10
27,218
237
54,862
(227)
20,670
‐
‐
(276)
30.00%
471
463
8
10,131
3
37.27%
50.00%
37.50%
‐
122,604
‐
‐
118,909
‐
‐
3,695
‐
‐
‐
‐
‐
(192)
‐
49.00%
5
536
(531)
796
(498)
25.00%
40.00%
37.50%
25.00%
50.00%
8,019
21,849
11,248
7,119
564,606
7,936
16,861
278
5,650
448,986
83
4,988
10,970
1,469
115,620
‐
2,962
1,443
2,485
‐
(75)
220
208
174
(1,721)
26.34%
33.33%
38.88%
76.24%
76.24%
76.24%
76.24%
28.00%
1,618
17,854
472
325
1,550
1
479,407
75,203
2,138
15,960
281
58
547
‐
331,388
67,612
(520)
1,894
191
267
1,003
1
148,019
7,591
‐
3,027
963
‐
2,460
‐
1,072,755
27,216
(90)
(394)
176
(92)
(131)
‐
29,102
1,253
32.00%
14,575
4,280
10,295
11,895
1,437
33.36%
37.50%
50.00%
76.24%
63
2,307
5
2,324
‐
9,208
9
1,544
63
(6,901)
(4)
780
‐
‐
‐
7,205
‐
7
(4)
507
ENVIRONMENT
Aguas del Gran Buenos Aires, S.A.
Betearte, S.A.
Centre D'Integracio Social Balear Ceo, S.L.
Clece Care Services, Ltd.
Clece Seguridad S.A.U.
Clece, Inc.
Clece, S.A.
Ecoparc del Besós, S.A.
Ecoparc del Mediterrani, S.A.
Energías y Tierras Fértiles, S.A.
Entaban Biocombustibles del Pirineo, S.A.
Gestión de Marpol Galicia, S.L.
GPL Limpiezas, S.L.
(*)Non-controlling interests non included
C/ 48 Nº 877, piso 4 oficina 408. La Plata Provincia de Buenos Aires. Colón de Larrategui, 26. Bilbao. Spain
C/ Pescadors, 1.Palma de Mallorca. 07012 Illes Balears. Spain.
2 Queen Caroline Street, Hammershith, London, Reino Unido
Avda. de Manoteras, 46, Bis 1ª Pl. Mod. C 28050 Madrid. Spain.
1111 Brickell Avenue 11Th Floor.Florida 33131. Miami. USA
Avda. Manoteras, 46 Bis 2ª Planta. 28050 Madrid. Spain.
Rambla de Catalunya, 91‐93, 9º3ª.08080 Barcelona. Spain.
Avda. Eduard Maristany, s/n. 08930 Sant Adrìa de Besós. Barcelona. Spain
Pascual y Genís, 19. 46002 Valencia. Spain
Paseo Independencia, 28. Zaragoza. Spain
C/ Canovas del Castillo, 10, 1º, oficina 8.Vigo. Spain.
C/ Diputación, 180‐1ª Planta. 08011 Barcelona. Spain
17
Appendix III
Associates
COMPANY
Huesca Oriental Depura, S.A.
Integra Formación Laboral y Profesional, S.L.
Integra Logística, Mantenimiento, Gestión y Servicios Integrados Centro Especial de Empleo, S.L.
Integra Manteniment, Gestio i Serveis Integrats, Centre Especial de Treball, Catalunya, S.L.
Integra Mantenimiento, Gestión Y Servicios Integrados Centro Especial de Empleo Andalucia, S.L.
Integra Mantenimiento, Gestión y Servicios Integrados Centro Especial de Empleo Extremadura, S.L.
Integra Mantenimiento, Gestión y Servicios Integrados Centro Especial de Empleo Galicia S.L.
Integra Mantenimiento, Gestión y Servicios Integrados Centro Especial de Empleo Valencia, S.L.
Integra Mantenimiento, Gestión y Servicios Integrados Centro Especial de Empleo, S.L.
International City Cleaning Company
Lavintec Centre Especial D'Ocupació, S.L.
Limpiezas Deyse, S.L.
Limpiezas Lafuente, S.L.
Lireba Serveis Integrats, S.L.
Mac Insular, S.L.
Net Brill, S.L.
Talher, S.A.
Tirme, S.A.
Tratamiento Industrial de Residuos Sólidos, S.A.
UFS‐United Facility Solutions
Zaintzen, S.A.U.
Zenit Traffic Control, S.A.
(*)Non-controlling interests non included
Address
Liabilitie
s Assets Profit Equity* Revenue for the year
Ctra. de Madrid, km. 315,800 Edif. Expo Zaragoza, 3 Ofic. 14 ‐ 50012 Zaragoza‐Spain
C/ Resina, 29. Villaverde Alto. 28021 Madrid. Spain.
60.00%
5,890
1,568
4,322
‐
‐
76.24%
42
34
8
44
(13)
76.24%
774
603
171
995
19
C/ Pamplona, 54 Bajo. 08005 Barcelona.Spain
76.24%
1,040
745
295
2,504
292
C/ Industria Edif Metrópoli, 1 Esc 4, Pl MD P20. 41927 Mairena de Aljarafe. Sevilla. Spain
76.24%
802
577
225
1,439
31
Avda Santiago Ramón y Cajal, 11, entreplanta 2, Pta 3.06001 Badajoz. Spain
76.24%
233
203
30
89
28
Avda. Hispanidad, 75. 36203 Vigo. Pontevedra. Spain
76.24%
51
35
16
131
6
Avda. Cortes Valencianas, 45B 1º 46015 Valencia.Spain
76.24%
311
117
194
227
57
76.24%
10,229
8,531
1,698
10,796
460
Bordi Masser Lel‐Siaha, Maydan. Al‐Abbasia Aawan. Egypt
C/ Francesc Valduví , 5. Polig Industrial Can Valero.07011 Palma de Mallorca. Spain.
C/ Lérida, 1. Manresa. Barcelona. Spain
C/ Puerto de Santa María, 8. 46015 Valencia. Spain.
Cami de Jesús, s/n edificio Son Valentí Pol Son Valentí 1ª Planta. 07012 Palma de Mallorca. Islas Baleares. Spain.
Calle Julián Álvarez, nº 12‐A‐1º. Palma de Mallorca. Spain
Camino Les Vinyes, 15. Mataró. 08302 Barcelona. Spain
Avda. de Manoteras,46 Bis, 2º Planta 28050 Madrid. Spain
Ctra. de Soller, Km 8,2. 07120 Son Reus. Palma de Mallorca. Spain
Rambla Cataluña, 91. 08008 Barcelona. Spain
Rue Colonel Bourg 101.1030 Brussels. Belgium
Landabarri Zeharbidea 3 Zbekia, 4ª Pisua G.48940 Leoia (Bizkaia). Spain.
Avda. de Manoteras, 46 Bis.28050 Madrid. Spain.
30.00%
676
1,347
(671)
‐
(398)
76.24%
3
‐
3
‐
‐
76.24%
76.24%
3,080
1,784
1,764
1,508
1,316
276
8,877
8,563
731
(256)
38.88%
6,016
3,808
2,208
11,301
358
8.00%
76.24%
76.24%
20.00%
33.33%
25.41%
76.24%
76.24%
50,940
2,373
33,456
544,402
8,143
319
99
2,402
42,928
1,317
15,387
486,251
4,254
37
‐
2,142
8,012
1,056
18,069
58,151
3,889
282
99
260
12,453
7,357
51,812
75,026
9,125
100
‐
8,674
576
604
1,340
5,615
(4,277)
(28)
‐
206
18
APPENDIX IV
Joint Ventures
COMPANY
Address
Profit Assets Liabilities Equity* Revenue for the year
Beijing Citic Xinlong Contracting Co., Ltd.
Blue Clean Water, Llc.
Constructora ACS Sacyr Chile, S.A.
Constructora Comsa Dragados, S.A.
Corfica 1, S.L.
Draga, S.A.
Dragados Besalco, S.A.
Dragados Fomento Canadá, S.A.L.
Dravo, S.A
Elaboración de Cajones Pretensados, S.L.
Empresa Mantenimiento y Explotación M‐30, S.A.
SDD Shanganagh (Water Treatment) Limited
Xidaqiao Lu,69. Distrito Miyun.Beijing. rChina.
150 Meadowlands Parkway Seacaucus. 3rd Fl.New Jersey 07068. United States.
Avda. Vitacura, 2939, ofic. 1102. Las Condes. Santiago de Chile. Chile.
Avda. Vitacura, 2939, ofic. 2201. Las Condes. Santiago de Chile. Chile.
C/ Los Vergos, 26‐5º. 08017 Barcelona. Spain
Crta.de la Comella, 11, Edif.Cierco AD500. Andorra
Avda Vitacura, 2939 ofic 2201.Las Condes. Santiago de Chile. Chile.
Queen Street, 570 Fredericton NB. Canada
Plaza de Castilla, 3 Piso 21‐A. 28046 Madrid. Spain
Avda. general Peron, 36. 28020 Madrid. Spain
C/ Méndez Alvaro, 95. 28053 Madrid. Spain.
Wilton Works, Naas Road, Clondalkin. Dublin 22. Ireland.
50.00%
1,825
28
1,797
‐
44
76.40%
4,069
56
4,013
669
443
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
50.00%
1,184
1,685
65
4,141
2,447
3,792
17,189
100
216,888
674
1,087
1,067
1
3,109
2,373
4,892
9,046
96
213,648
673
97
618
64
1,032
74
(1,100)
8,143
4
3,240
1
‐
6
‐
4,001
585
2,991
12,999
‐
27,058
‐
(3)
‐
‐
5
167
542
626
‐
10,496
1
C/ Acera del Darro 72.18005 Granada. Spain.
Km 20.200 A‐601. 47160 Portillo. Valladolid. Spain
Asti Auzoa, 631 B.20800 Zarauz. Gipuzkoa. Spain.
12009 Meridian St, Edmonton. Alberta T6S 1B8. Canada.
Toll Plaza Balgeen Co. Meath Ireland
Toll Plaza , Balgeen , Co. Meath Ireland
Autopista AP 7.pk 703. Area Monforte del Cid. 03670 Monforte del Cid. Alicante. Spain
Tres Forques, 149 Accesorio.46014 Valencia. Spain.
Plaza Es Fortí, 4, 1º A. 07011 Palma de Mallorca. Islas Baleares. Spain
Carretera Valldemosa, 79. 07120 Palma de Mallorca. Islas Baleares. Spain
Avenida del Camino de Santiago, 50. 28050 Madrid. Spain
1138‐ 1100 Melville Street.Vancouver Bc V6E 4A6 Canada.
Calle Corona, S/N, (Casetas de Obra). 07800 Ibiza. Islas Baleares
C/ Joaquín Rodrigo, 2. 28220 Majadahonda. Madrid. Spain
Ctra.M‐100 Alcalá de Henares a Daganzo Km 6.300. 28806 Alcalá de Henares. Madrid. Spain
40.00%
53.33%
50.00%
25.00%
33.33%
33.33%
8,753
103,280
14,261
369,976
291,731
220,665
3,780
105,267
8,544
373,411
354,838
259,151
4,973
(1,987)
5,717
(3,435)
(63,106)
(38,486)
‐
5,108
38,754
19,059
19,215
12,255
‐
(875)
1,885
153
(3,991)
(1,680)
50.00%
352,825
523,465
(170,640)
5,735
(16,568)
50.00%
49.50%
49.50%
60.00%
50.01%
40.00%
55.00%
10,558
19,726
398,680
62,029
133,504
128,243
264,940
9,333
13,774
394,800
14,651
118,133
115,988
244,713
1,224
5,952
3,880
47,377
15,370
12,255
20,227
1,374
3,351
42,413
132
15,381
5,931
43,562
210
981
3,346
1,493
3,427
(1,117)
5,044
50.00% 1,240,426 1,043,716
196,710
84,871
6,514
35.00%
842,903
981,891
(138,989)
12,931
(29,175)
Avda. América, 2‐17‐B.28028 Madrid. Spain.
60.00%
62,968
46,629
16,339
8,182
2,055
Avda. América 2 17‐B.28028 Madrid. Spain
Avenida de Asturias, s/n.28029 Madrid. Spain.
Avenida Josep Tarradellas, 34‐36 4º Dcha.08029 Barcelona. Spain.
C/ Carmen Vendrell, s/n (Prolongación de Avda. de Hytasa) 41006 Sevilla. Spain
5388 Pierre Danseream. Salaberry‐de‐Vallefield. Quebec H9R 5B1. Canada.
Calle Corona, s/n.07800 Ibiza. Spain.
1545 Carling Avenue, Suite 406.Ottawa, Ontario K1Z 8P9. Canada.
1545 Carling Avenue, Suite 406.Ottawa, Ontario K1Z 8P9. Canada.
24 Birch Street, Wolverhampton, WV1 4HY
Rua Julieta Ferrão, nº 10 – 6º andar 1600‐131 Lisboa. Portuga
Pza. Manuel Gomez Moreno, 2. 28020 Madrid. Spain
Ruta 5 Sur Kilómetro 1053,4. Comuna de Maullin, Región de Los Lagos.Casilla 13‐DPuerto Montt. Chile.
C/ Joaquín Rodrigo, 2. 28220 Majadahonda. Madrid. Spain
42.00%
22.20%
50.00%
50.00%
50.00%
80,660
233,718
4,250
714,038
642,053
66,380
174,873
1,821
749,407
641,718
14,280
58,845
2,429
(35,369)
334
10,175
31,371
5,361
70,618
56,937
3,241
13,284
2,425
9,573
10,597
CONSTRUCTION ‐ IRIDIUM (Concessions)
Autovía de la Sierra de Arana, S.A.
Autovía de los Pinares, S.A.
Bidelan Guipuzkoako Autobideak, S.A.
Capital City Link General Partnership
Celtic Roads Group (PortLaoise) Limited
Celtic Roads Group (Waterford), Ltd.
Circunvalación Alicante, S.A.C.E.
Concesionaria Aparcamiento La Fe, S.A.
Concesionaria Atención Primaria, S.A.
Concessionària Hospital Universitari Son Espases, Desarrollo de Equipamientos Públicos, S.L.
FTG Fraser Transportation Group Partnership
Gran Hospital Can Misses, S.A.
Hospital de Majadahonda, S.A.
I 595 Express, LLC
Infraestructuras y Radiales, S.A.
Intercambiador de Transportes de Avda. de América, S.A.
Intercambiador de Transportes de Príncipe Pío, S.A.
Intercambiador de transportes Plaza de Castilla, S.A.
Línea Nou Manteniment, S.L.
Línia Nou Tram Dos, S.A.
Línia Nou Tram Quatre, S.A.
Metro de Sevilla Sdad Conce Junta Andalucia, S.A.
Nouvelle Autoroute 30, S.E.N.C.
Operadora Can Misses, S.L.
Rideau Transit Group General Partnership
Rideau Transit Maintenance General Partnership
Road Management (A13), Plc.
Rotas Do Algarve Litoral, S.A.
Serranopark, S.A.
Sociedad Concesionaria Ruta del Canal, S.A.
Sociedad Hospital de Majadahonda Explotaciones, SPER ‐ Sociedade Portuguesa para a Construçäo e Exploraçäo Rodoviária, S.A.
Systelec Limited Partnership
Systelec Quebec, Inc.
Tag Red, S.A.
TP Ferro Concesionaria, S.A.
Windsor Essex Mobility Group
34.01%
418,833
288,137
130,696
50,751
6,788
50.00%
40.00%
40.00%
40.00%
25.00%
45.00%
50.00%
775,131
82
213,273
419
160,819
128,491
108,262
693,607
74
211,726
395
302,358
124,649
103,894
81,524
7
1,547
24
(141,539)
3,841
4,369
71,254
74
11,368
357
35,381
‐
5,112
11,919
6
586
24
(590)
‐
(3,731)
51.00%
141,614
120,779
20,835
‐
‐
55.00%
22,339
20,511
1,828
26,859
1,814
Rua Julieta Ferrão, nº 10 – 6º andar 1600‐131 Lisboa. Portugal
49.50%
322,806
324,426
(1,619)
‐
‐
3700‐1 place Ville‐Marie.Montréal (Quebec) H3B3P4. Canada.
3700‐1 place Ville‐Marie.Montréal (Quebec) H3B3P4. Canada.
Avda. Vitacura nº 2939 piso 8. Las Condes. Santiago de Chile. Chile.
Ctra. de Llers a Hostalets GIP‐5107 p.k. 1, s/n 17730 Llers (Girona) Spain
2187 Huron Church Road, Suite 218, Windsor. Ont N9C 2L8. Canada
50.00%
2,111
3,345
50.00%
‐
‐
25.00%
5
2,088
50.00% 1,219,058 1,175,519
671,497
33.33%
662,506
(1,234)
‐
(2,083)
43,539
(8,990)
6,880
‐
‐
4,469
49,065
2,240
‐
‐
(724)
3,838
Sacramento, United States
La Mirada, United States
Richmond, United States
Richmond, United States
27.97%
16.78%
28.53%
27.97%
25.17%
18.88%
15.38%
27.97%
27.97%
28.53%
27.97%
41.39%
‐
‐
5,467
22,059
9,705
20,578
17,076
35,189
38,961
12,821
6,991
15,602
26,122
2,834
50,442
50,202
4,192
25,341
2,775
19,539
6,431
37,629
25,877
8,823
6,941
9,151
25,398
864
28,087
42,259
1,275
(3,282)
6,930
1,039
10,645
(2,440)
13,084
3,998
50
6,451
724
1,970
22,355
7,943
1,068
1,870
1,014
14,975
9
9,471
6,851
2,356
4,245
2,652
1,028
821
(8,429)
7,712
Australia
16.20%
36,211
7
36,204
540
Hochtief Americas
DPR/Turner JV
Dragados/Flatiron/Sukut
E.E. Cruz/Nicholson Joint Venture (Columbia)
E.E. Cruz/Tully Construction, LLC
FCI/Fluor/Parsons
Flatiron ‐ Dragados ‐ Aecon ‐ LaFarge ‐ Joint Venture
Kiewit/Flatiron
Kiewit‐Turner JV
Tully Construction/E.E.Cruz, LLC
Turner ‐ PCL ‐ Flatiron
Turner/STV
Turner‐Peter Scalamdre & Sons JV
Flatiron jointly controlled entities in other
Turner jointly controlled entities other
City West Property Holding Trust (Section 63 Trust)
(*) Non-controlling interests not included.
19
APPENDIX IV
Joint Ventures
COMPANY
Kentz E & C Pty Ltd.
Majwe Mining (Proprietary) Limited
Mosaic Apartments Holdings Pty. Ltd.
Nextgen Group Holdings Pty. Ltd.
Wrap Southbank Unit Trust
Leighton jointly controlled entities other
Address
Profit Assets Liabilities Equity* Revenue for the year
Australia
Botswana
Australia
Australia
Australia
16.20%
19.44%
16.20%
9.72%
16.20%
‐
12,760
41,282
11,067
96,351
35,549
142,085
23,364
106,713
12,760
7,650
11,067
96,351
12,185
35,372
Hamburg, Germany
Calgary, Canada
Larissa, Greece
Calgary, Canada
Calgary, Canada
Belfast, Great Britain
Edmonton, Canada
27.97%
27.97%
19.58%
27.97%
0.00%
11.41%
13.98%
21
38,335
173,266
542,485
21
38,334
173,266
410,178
1
‐
132,307
19,821
94,100
19,821
92,634
‐
1,466
(9,211)
(6,488)
1,240
38
1,562
33,632
630
7,549
(142)
(6,025)
(26)
35,818
Hochtief Europe
1. WohnArt‐Projektentwicklung GmbH & Co. KG
ABC Schools Partnership
Aegean Motorway S.A.
Aurelis Real Estate GmbH & Co. KG
B2L Partnership
Bangor and Nedrum Schools Services Holdings Capital City Link General Partnership
CONTUR Wohnbauentwicklung und Projektsteuerung GmbH & Co. KG
CSM PPP Services (Holdings) Limited
D1 Construction s.r.o.
FCC (East Ayrshire) Holdings Limited
FHH Fondshaus Hamburg Gesellschaft für Immobilienbeteiligungen mbH & Co. KG
Golden Link Concessionaire LLC (Presidio Parkway)
Herrentunnel Lübeck GmbH & Co. KG
HGO InfraSea Solutions GmbH & Co. KG
HKP Dahlemer Weg Objekt 1 tertius PE GmbH & Co. KG
HKP Dahlemer Weg Objekt 2 ETW PE GmbH & Co. KG
HOCHTIEF COBRA Grid Solutions GmbH
HOCHTIEF Offshore Development Solutions S. à r.l.
HOCHTIEF Pandion Oettingenstsraße GmbH & Co. KG
HTP PSP LIMTED
Le Quartier Central Teilgebiet C GmbH & Co. KG
Lusail HOCHTIEF Q.S.C.
Manchester School Services Holdings Limited
Olympia Odos Concession Company S.A.
Olympia Odos Operation Company S.A.
PANSUEVIA GmbH & Co. KG
PANSUEVIA Service GmbH & Co. KG
PPP Services (North Ayrshire) Holdings Limited
Projekt DoU Baufeld Nord GmbH & Co. KG
Projektentwicklungsgesellschaft Holbeinviertel mbH & Co. KG
Raststätten Betriebs GmbH
S&W TLP (PSP ONE) Limited
S&W TLP (PSP Three) Limited
S&W TLP (PSP TWO) Limited
SAAone Holding B.V.
Salford Schools Solutions Holdco Limited
Schools Public / Private Partnership (Ireland) Limited
SEVERINS WOHNEN GmbH & Co. KG
Shield Infrastructure Partnership (OPP)
Skyliving GmbH & Co. KG
Süddeutsche Geothermie‐Projekte GmbH & Co. KG
Via Solutions Thüringen GmbH & Co. KG
Wohnentwicklung Theresienstraße GmbH & Co. KG
Wohnpark Gießener Straße GmbH & Co. KG
Köln, Germany
27.69%
122
122
‐
(15)
Dublin, Ireland
Bratislava, Slovakia
Edinburgh, Great Britain
14.26%
27.97%
14.26%
39,561
58
58,364
39,561
53
58,364
‐
5
‐
66
5
163
1,913
(1,087)
42,410
29,727
103,065
21,793
‐
17,652
4,259
Hamburg, Germany
27.97%
1,913
Lübeck, Germany
Bremen, Germany
27.97%
27.97%
27.97%
64,203
29,727
120,717
4,264
Essen, Germany
27.97%
661
628
33
(12)
Essen, Germany
Essen, Germany
Essen, Germany
Essen, Germany
Doha, Qatar
Atenas, Greece
Atenas, Greece
Jettingen‐Scheppach, Germany
Jettingen‐Scheppach, Germany
Edinburgh, Great Britain
Stuttgart, Germany
27.97%
27.97%
27.97%
27.97%
27.97%
27.97%
27.41%
14.26%
9.51%
9.51%
27.97%
27.97%
14.26%
27.97%
10,209
25
10,072
9,115
14,409
30,026
1,225
15,760
144,557
3,668
138,477
1,646
65,467
13,303
5,299
20
3,528
9,113
14,318
26,758
380
15,760
144,557
692
138,477
1,139
65,467
11,725
4,910
5
6,544
2
91
3,268
845
‐
‐
2,976
‐
507
‐
1,578
(505)
(131)
(796)
1
38
2,059
59
92
2,806
2,108
281
260
540
Kriftel, Germany
27.97%
18,360
9,063
9,297
5,200
Großebersdorf, Austria
Vianen, Holanda
Dublin, Ireland
Köln, Germany
Toronto, Canada
Oststeinbek, Germany
München, Germany
Eisenach, Germany
München, Germany
Kriftel, Germany
27.97%
27.97%
27.97%
27.97%
11.19%
14.26%
27.97%
27.97%
27.97%
27.97%
27.97%
27.97%
27.97%
27.97%
15,096
33,108
2,610
37,193
31,318
22,811
39,692
209
41,174
13,415
66,620
128,312
28,213
2,371
13,557
33,108
2,254
37,179
31,318
22,811
39,691
158
38,480
13,415
66,620
128,312
20,852
1,845
1,539
‐
356
14
‐
‐
1
51
2,694
‐
‐
‐
7,361
526
124
(18)
269
5
153
64
277
76
603
‐
(429)
(2,450)
(151)
3,396
Pza. de Aragón, nº 11 1ºIzqda.50004 ‐ Zaragoza. Spain.
Tamer Bldg., Sin El Deirut. Líbano.
Serrano, 27. 28016 Madrid. Spain
Avda. de Aragón 328 28022 Madrid
47.50%
50.00%
50.00%
50.00%
3,513
59,779
18,015
259
19
114,253
14,670
49
3,494
(54,474)
3,345
210
‐
‐
10,131
77
(7)
‐
3,168
(23)
CCR Las Mulas, S.L. Desarrollo y Gestión De Residuos, S.A. (Degersa)
Camino de Las Mulas, s/n. 28945 Fuenlabrada. Madrid. Spain
Avda. Barón de Carcer, 37. Valencia. Spain
41.98%
40.00%
10,305
22
13,071
‐
(2,766)
22
1,577
‐
(1,729)
‐
Electrorecycling, S.A.
Ctra.BV 1224, Km. 6,750 El Pont de Villomara i Rocafort. Barcelona. Spain.
33.33%
5,491
1,171
4,320
4,939
993
Empresa Mixta de Aguas del Ferrol, S.A.
Empresa Mixta de Limpieza, S.A.
Gestión Medioambiental de L'Anoia, S.L.
Indira Container Terminal Private Limited
Multiservicios Aeroportuarios, S.A.
Pilagest, S.L.
Salmedina Tratamiento de Residuos Inertes, S.L. Servicios Urbanos E Medio Ambiente, S.A.
Técnología Medioambientales del Golfo, S.A de C.V.
Tractaments Ecologics, S.A.
Valdemingomez 2000, S.A. Zoreda Internacional, S.A.
C/ Praza da Ilustracion, 5‐6 Baixo. Ferrol. La Coruña. Spain
Av. Logroño II, 10. 24001 León. Spain
C/ Viriato, 47. 08000 Barcelona. Spain
Indira Dock, Green Gate, Mumbai Port, Mumbai 400038. India.
Avda. Manoteras 46 Bis 2ª Planta. 28050 Madrid. Spain
Ctra.BV 1224, Km. 6,750 El Pont de Villomara i Rocafort ‐ Barcelona‐Spain
Cañada Real de las Merinas, s/n. Cº de los Aceiteros, 101. Madrid. Spain.
Avda. Julio Dinis, 2. Lisboa. Portugal.
Mier y Teran No. 260 4to piso en Cd Victoria Tamaulipas. Mexico
P.I. La Valldan C/ Serra Farriols, 137 Berga. Barcelona. Spain.
C/ Albarracín 44.28037 Madrid. Spain.
C/ Rodriguez San Pedro, 5. Gijón. Asturias. Spain
49.00%
49.00%
50.00%
50.00%
38.88%
50.00%
41.98%
38.50%
50.00%
50.00%
33.59%
40.00%
14,437
4,116
1
62,746
21,503
1,224
12,550
203,759
7,300
2,926
13,751
50
8,980
1,772
90
55,940
13,798
6
11,238
120,274
3,948
1,417
10,374
‐
5,457
2,344
(89)
6,806
7,705
1,218
1,312
83,485
3,352
1,509
3,377
50
5,418
3,778
‐
2
60,030
‐
5,614
121,904
2,330
2,654
5,529
‐
90
207
17
(307)
922
692
(1,173)
9,555
324
398
(565)
‐
INDUSTRIAL SERVICES
Carreteras Pirenaicas, S.A.
Hospec, S.A.
Incro, S.A.
JC Deaux Cevasa
ENVIRONMENT
(*) Non-controlling interests not included.
20
Appendix V
The main companies included in the scope of consolidation are as follows:
Masa do Brasil Manutençao e Montagens, Ltda.
Dragados Australia PTY, Ltd.
Imesapi Colombia, SAS
Cymi DK, LLC
ACS OLRT Holdings, INC.
ACS RTG Partner, INC.
Rideau Transit Maintenance General Partnership
ACS RT Maintenance Partner, INC.
Rideau Transit Group General Partnership
Semi Ingenieria, S.r.L.
Antanarinas, S.A.
Schloss Herrenhausen GmbH
Turner-Marhnos S A P I De CV
Turner Southeast Europe d.o.o Beograd
Turner-Arellano Joint Venture
Turner Sabinal JV
Valoram, S.A.S.
Drace Infraestructuras Venezuela, C.A.
Electren UK Limited
Semi Chile Spa
Maessa France SASU
Grupo Imesapi S.L.
Cymi Canada INC
Iridium Colombia Concesiones Viarias, SAS
Iridium Colombia Desarrollo de Infraestructuras
Maetel Romania SRL
Maetel Chile LTDA
Cobra Instalaciones y Servicios Benin
Remodelación Diesel Cadereyta, S.A. de C.V.
Concesionaria Linea de Transmisión CCNCM SAC
Cogeneración Cadereyta, S.A. de C.V.
Constructora Las Pampas de Siguas, S.A.
Cobra Railways UK Limited
Parque Eólico Valcaire, S.L.
Termosesmero, S.L.
City East Alliance
Hochtief Gayrimenkul Gelistirme Limited Sirketi
HTFM GmbH
Inspire Schools Finance Pty Limited
John Holland Pty. Ltd. & Lend Lease Project Management & Constraction (Australia) Pty. Ltd.
John Holland Pty. Ltd. & Pindan Contracting Pty. Ltd.
Kings Square No.4 Unit Trust
Kings Square Pty Ltd
Leighton Companies Management Group Llc
Leighton Fulton Hogan JV
Leighton Fulton Hogan JV (SH16 Causeway Upgrade)
Leighton M&E Limited
Leighton Offshore Eclipse Pte. Ltd.
Leighton Offshore Faulkner Pte. Ltd.
Leighton Offshore Mynx Pte. Ltd.
Leighton Offshore Stealth Pte. Ltd.
Murray & Roberts Marine Malaysia - Leigton Constractors Malaysia JV
New Future Alliance (SIHIP)
Nextgen Group Holdings Pty. Ltd.
Northern Gateway Alliance
Southern Gateway Alliance (Mandura)
Turner/HGR
Turner/Hoist
Turner/Omega/Ho
Turner/Winter
Wellington Tunnel Alliance
Muelle Melbourne & Clark, S.A.
Consorcio Constructor Bahía Chilota, S.A.
UFS-United Facility Solutions
Sice Canada, Inc.
Consorcio GSI Spa
Ofiteco WLL
Semi Peru Montajes Industriales S.A.C.
Grupo Maessa Saudi Arabia LTD
Humiclima Haiti, S.A.
Tedagua Mexico, S.A. de C.V.
Cobra Energy Investment Finance, LLC
21
Appendix V
Projekt DuO Baufeld Nord GmbH & Co. KG
formart GmbH & Co. KG
Tivoli Office GmbH & Co. KG
John Holland Laing O'Rourke Joint Venture NRW
John Holland Veolia Water Australia Joint Venture (Hong Kong Sludge)
John Holland & Bouygues Travaux Publics (Glenfield Junction Alliance)
John Holland & Bouygues Travaux Publics (North Strathfield Rail Underpass Alliance)
Double One 3 Unit Trust1
Erskineville Residential Project Pty. Ltd.
Thiess York
US Utility Services Joint Venture
Thiess John Holland Dragados Joint Venture
Projektgesellschaft Marieninsel West GmbH & Co. KG
Projektgesellschaft Marieninsel Ost GmbH & Co. KG
Leighton Fabrication and Modularization Ltd.
Leighton Group Property Services Pty. Ltd.
Clece Care Services, Ltd
Consorcio Constructor Puente Santa Elvira, S.A.
Statement Structure, S.A.
Zaintzen, S.A.U.
Sertego TGMD, S.A.
Sice Societatea de Inginerie Si Constructii Electrice, S.R.L.
Consorcio Sice Disico
Consorcio Ofiteco Geoandina
Dragados Micoperi Offshore, S A P I De C.V.
Energia Olmedo - Ourense. Fase I, S.A.
SEMI Colombia S.A.S.
Aztec Energy Holdings, S.L.
Miramar Energias, S.L.U.
Energias Mexicanas, S.L.U.
Avante MPG1 B.V.
Avante MPG2 B.V.
Alianz Petroleum S de RL de CV
Vetra MPG Holdings 2, LLC.
Vetra MPG Holdings LLC
Monclova Pirineos Gas, S.A. de C.V.
Valortegia, S.A.S
Lavintec Centre Especial D'Ocupació, S.L.
EGPI- Empresa global de Proyectos de Ingenieria, S.A.S.
Innovantis, S.A.
Tecneira Brasil Participações, S.A.
Tecneira Embuaca Geração e Comercialização de Energia, S.A.
Gestway – Gestão de infra estruturas Ltda.
SDE ( OLRT) Inc.
Builders Direct SA
Fleetco Finance Pty. Ltd.
Fleetco Holdings Pty. Ltd.
Fleetco Management Pty. Ltd.
Fleetco Rentals Pty. Ltd.
Fleetco Services Pty. Ltd.
Garlanja
Grundstücksgesellschaft Köbis Dreieck GmbH & Co. Development KG
Hochtief Building GmbH
Hochtief Engineering GmbH
Hochtief Infrastructure GmbH
Hochtief Pandion Oettingenstsraße GmbH & Co. KG
Hollywood Apartments Pty Ltd (50% - Joint Venture)
Hollywood Apartments Trust (50% - Joint Venture)
HTP Projekt 1 (eins) GmbH & Co KG
HTP Projekt 2 (zwei) GmbH & Co KG
Inserta s.r.o.
Kings Square Developments Pty Ltd (100%)
Kings Square Developments Unit Trust (100%)
LCS Employment Agency, Ltd.
Leighton Boral Amey NSW JV
Leighton Boral Amey QLD JV
Leighton Infra 12 Joint Venuture
Leighton OSD Joint Venture - Agra
Leighton OSE Joint Venture- Indore
Leighton Properties (NSW) Pty Ltd (100%)
Leighton-John Holland JV (Thomson Line)
Mode Apartments Pty. Ltd.
Mode Apartments Unit Trust
Moonee Ponds Pty. Ltd.
22
Appendix V
North Parramatta No. 1 Pty. Ltd.
North Parramatta No. 1 Unit Trust
Paradip Mutli Cargo Berth Ltd.
Silcar New Caledonia SAS
SmartReo Ltd.
Task JV (Thiess & Sinclair Knight Merz)
Thiess Black and Veatch JO
Turner International/Acropolis Management Consultants
Turner International/TiME Proje Yonetimi Limited Sirketi
Turner/CON-REAL-University of Arkansas
Turner/Goodfellow Top Grade/Flatiron-Oakland Army Base
Turner/Smoot
Vizag General Cargo Berth Ltd.
The main companies no longer included in the scope of consolidation are as follows:
Trenmedia, S.A.
Servicios Generales de Jaén, S.A.
Soc.Inversora de Infraestructuras de la Mancha, S.L
Project SP sp. z o.o.
HDM Schools Solutions (Holdings), Limited
SALTA Verwaltungs-GmbH
Dinsa Eléctricas y Cymi, S.A. de CV
Sice Puerto Rico, Inc.
Estacionamientos El Pilar, S.A.
Red Eléctrica del Sur, S.A. (Redesur)
Parque Eólico Región de Murcia, S.A.
ASI-Flatiron Inc.
Aspire Schools (Qld) Pty. Ltd.
Aspire Schools Financing (Qld) Pty Limited
Aspire Schools Financing Services (Qld) Pty. Ltd.
Aspire Schools Holdings (Qld) Pty Limited
Australia-Singapore Cable (Australia) Pty Limited
Australia-Singapore Cable (International) Limited
Australia-Singapore Cable (Singapore) Pte Ltd
Bonaventura Straßenerhaltungs-GmbH
Frontier Kemper/Flatiron
Hochtief Pandion Isarauen Verwaltungs GmbH
Infoplex Pty. Ltd.
Leighton Hsin Chong Joint Venture
Metronode (NSW) Pty Ltd
Metronode Investments Pty Limited (formerly Vytel Investments)
Metronode M2 Pty Ltd
Metronode New Zealand Limited
Metronode Pty Ltd.
Metronode S2 Pty Ltd
Nextgen Networks Pty. Ltd.
Nextgen Pure Data Pty Ltd
Nextgen Telecom (WA) Pty Ltd (formerly known as Silk Telecom (WA))
Nextgen Telecom Pty Limited (formerly Silk Telecom Pty. Limited)
SA Health Partnership Holding Nominees Pty. Ltd.
SA Health Partnership Pty. Ltd.
Wai Ming Contracting Company Limited
Airport Holding Kft.
Athens International Airport S.A.
Flughafen Hamburg GmbH
HKG Holding AG
Hochtief Société Iranienne
Hochtief PPP 1. Holding Verwaltungsgesellschaft mbH
Access for Wigan (Holdings) Limited
Flughafen Düsseldorf GmbH
Tirana International Airport SH.P.K.
Thiess Services Arkwood Joint Venture
car.e. Facility Management Kft.
HOST GmbH Hospital Service + Technik
23
Appendix V
Joint Venture J&P-AVAX SA - Hochtief Facility Management Hellas S.A
Hochtief AirPort Capital Verwaltungs GmbH & Co. KG
HAP Hamburg Airport Partners GmbH & Co. KG
Sydney Airport Intervest GmbH
Airport Partners GmbH
Hochtief AirPort Retail SHPK
Schloss Herrenhausen GmbH
Hochtief Facility Management Bahrain Airport W.L.L.
Hochtief Energy Management Harburg GmbH
Advago S.A.
Hochtief AirPort GmbH
HTFM GmbH
car.e Facility Management GmbH
Hochtief HUNGARIA Facility Management Kft.
Hochtief Facility Management Polska Sp. z o.o.
Hochtief Facility Management Bahrain W.L.L.
FM Go! GmbH
Hochtief Energy Management GmbH
Stadion Nürnberg Betriebs - GmbH
Hochtief Facility Management UK Limited
Hochtief Facility Management Hellas S.A.
APC Airport Partners Consult GmbH
BBI Flughafen Berlin Brandenburg International Verwaltungs GmbH i.L.
HAP Hamburg Airport Partners Verwaltungsgesellschaft mbH
Hochtief AirPort Capital Management GmbH
Sydney Airport Intervest Verwaltungs GmbH i.L.
Airport Strategic Consulting Pty. Ltd.
Broad Construction Services (SA) Pty. Ltd.
Broad Construction Services (VIC) Pty. Ltd.
Broad Construction Services (NT) Pty. Ltd.
Deep Blue Consortium Pty Ltd
DoubleOne 3 Unit Trust
Metro Developments Australia Pty. Ltd.
Silverton Group (Aust) Pty. Ltd.
Drace Infraestructuras Venezuela C.A.
Castellano Leonesa de Minas, S.A.U.
Tangshan International Container Terminal Co. Ltd.
Eix Diagonal Construccions, S.L.
Gaviel, S.A.
Dragados SPL del Caribe, S.A. C.V.
CITIC Construction Investment Co., Ltd.
Waste Syclo, S.A.
Biodemira, Lda.
Bioparque Mira, Lda.
NGS - New Generation Supplier, Unipessoal Lda
Tecneira do Paracuru, Ltda.
CME Construçao E Manutençao Eletromecania Romania, SARL
Equipamentos Informaticos, Audio e Imagem, S.A.
Cobra CSP USA, Inc.
Cobra Sun Power USA Inc.
California Sun Power, LLC
Carta Valley Wind Power LLC
Eyra Wind Power USA Inc
Red Top Wind power LLC
Desorción Térmica S.A.
PKO BP Inwestycje-Sarnia Dolina, Ltd Liability Co
400 George Street Partnership
APN No. 19 Pty Ltd and Leighton Properties (VIC) Pty Ltd
B2L Partnership
Bayview Project Noosa Partnership
California Steel Advisory Services
Dematteo/Flatiron
Dematteo/Flatiron/Interbeton
Flatiron Construction Services
Flatiron/C.M. Piech
Hochtief B2L Partner Inc.
Hochtief Canada Holding Inc.
Immobiliengesellschaft Curia Kirchberg S.A.
Leighton International FZ LLC
Leighton-Macmahon Joint Venture
Palmetto Transportation Constructors
SLC Rail Constructors
24
Directors’ Report of the
Consolidated Group for 2013
26 March 2014
ACS, Actividades de Construcción y Servicios, S.A. and Subsidiaries - 2013 Directors' Report
1
1.1
Performance of the ACS Group in 2013
Highlights
Key operating & financial aggregates
2012
Millions of Euros
2013
Change
Sales
38,396
38,373
(0.1)%
Backlog (1)
74,588
63,419
(15.0)%
Months
EBITDA
Margin
EBIT
Margin
21
18
3,088
3,002
8.0%
7.8%
1,579
1,746
4.1%
4.5%
Recurring net profit (2)
(2.8)%
10.5%
582
580
(0.3)%
Attributable Net Profit (3)
(1,928)
702
n.a.
EPS
€(6.62)
€2.26
n.a.
1,506
1,959
30.1%
Cash Flow from Activities
Net Investments
Investments
Divestments
Net debt
Net Business Debt
(2,285)
476
n.a.
2,496
2,484
(0.5)%
(58.0)%
4,781
2,008
4,952
4,235
(14.5)%
4,171
3,550
(14.9)%
781
685
(12.3)%
Project Financing
NOTE: Data presented in accordance with ACS Group management criterion.
(1) Includes backlog proportional to the participation in the joint ventures which the Group has not fully consolidated. The comparable
change is (2.0)%, or EUR 1,482 million.
(2) Net profit excluding extraordinary results and the net contribution of the investees, Abertis and Iberdrola.
(3) The balance sheet, the income statement and the statement of cash flows have been restated as a result of the entry into force of
revised IAS 19 which is applied retroactively. This standard affects the recognition and measurement of the defined contribution
pension plans and only has a significant impact on the performance of assets related to the plans which are recognised in the income
statement which, as a result of the change, are determined based on the interest rate used to discount the defined benefit liability,
instead of the market expectations. The effect on the ACS Group is a loss of EUR 1.5 million in 2012, also included under equity.
Sales for the year amounted to EUR 38,373 million, 0.1% less than in 2012 as a result of the change in the exchange rates, particularly the
depreciation of the Australian dollar. Without this impact, sales would have grown by 6.1%. The activity outside of Spain represents 86.3% of sales
with growth of 2.2%.
In backlog amounts to EUR 63,419 million, down 15.0% in the last twelve months. Of the total reduction of EUR 11,169 million, EUR 6,877 million
are due mainly to the depreciation of the AUD/EUR (-17.7%) and USD/EUR (-4.0%) exchange rates. Additionally, the variations due to changes in
the scope of consolidation amount to EUR 2,811 million and relate basically to the sale of the Services businesses of Hochtief Europa and the
Telecommunications business of Leighton and the fact that Dragados no longer includes the concessions in Greece within its scope of
consolidation. By way of comparison, the 2.0% decrease, equal to EUR 1,482 million, mainly in Spain, is due the reduction in public spending and
in Australia to the hiring slowdown in the mining sector.
Performance of the Backlog and Production
Millions of Euros
2012
2013
Change
Comp. Change*
Backlog
74,588
63,419
(15.0)%
(2.0)%
Direct
65,626
54,007
(17.7)%
(3.7)%
10.8%
Proportional**
Production
Direct
Proportional**
8,962
9,412
5.0%
42,563
41,729
(2.0)%
4.1%
38,396
38,373
(0.1)%
6.1%
4,167
3,356
(19.5)%
(16.3)%
* Comparable change not including the effects of exchange rate and/or changes in the scope of consolidation.
** Backlog and production equal to the proportional participation in the joint ventures which the Group has not fully consolidated.
2
EBITDA for the Group amounts to EUR 3,002 million, representing a decrease of 2.8% compared to the same period for 2012. This decrease
arises from the Construction activity which reduced its operating margin due to the depreciation of the Australian dollar, the sale of Leighton's
telecommunications business, the gross margin of which is larger than average and the drop in activity in Spain. Without the impact of the change
in exchange rates, EBITDA would have grown by 3.1%.
In turn, EBIT grew 10.5%, thanks to a smaller depreciation and amortisation charge in Hochtief, mainly to a decrease in the amortisations of the
PPA and the aforementioned sale of the telecommunications activity. Without the effect of the changes in the euro exchange rates, EBIT would
have grown 16.9%.
The net profit attributable to the Group amounted to EUR 702 million, while the 2012 figure was significantly affected by the restructuring ACS
carried out related to its investment in Iberdrola.
Reconciliation of Net Recurring Profit
Millions of Euros
2012
2013
Change
Recurring Net Profit Construction
249
261
4.9%
Recurring Net Profit Industrial Services
416
418
0.5%
72
79
8.9%
(154)
(177)
14.3%
Recurring Net Profit Environment
Recurring Net Profit Corporation
Net structural costs
(39)
(33)
(14.5)%
Net financial result
(136)
(141)
4.0%
Other
Recurring Net Profit
21
(2)
n.s.
582
580
(0.3)%
Net ordinary contribution ABE
44
0
Net ordinary contribution IBE
31
25
Gains and other extraordinary profit
Attributable Net Profit
(2,585)
96
(1,928)
702
n.a.
Eliminating the contributions of Abertis and Iberdrola, and all of the extraordinary results in both periods, which in 2013 included mainly the positive
performance of the fair value of the derivatives and the provisions for risks, the recurring profit of the ACS Group in 2013 amounted to EUR 580
million, 0.3% down on 2012 as a result of the increased equivalent tax rate.
The net debt for the ACS Group dropped by 14.5% in the last twelve months to EUR 4,235 million, as a result of the divestments carried out in the
period.
The following significant events occurred during 2013:

On 23 January 2013, the ACS Group sold 20.2 million treasury shares to three financial institutions amounting to EUR 360 million, equal
to EUR 17.83 per share. In addition, the Group entered into a derivative contract for the same number of ACS shares, payable only in
cash and within a period of two years that may be extended for a further year.

On 14 March, Hochtief, A.G. issued a corporate bond amounting to EUR 750 million maturing in seven years and an annual coupon of
3.875%.

On 21 March, ACS formally executed a Euro Commercial Paper (ECP) programme for a maximum amount of EUR 500, million which
was registered in the Irish Stock Exchange. Banco Santander is the programme implementation coordinator (arranger), the entity who
also acts as designated intermediary (dealer). By means of this programme, ACS regularly issues promissory notes maturing between 1
and 364 days, thereby enabling it to diversify its means of obtaining financing on capital markets. The outstanding balance at 31
December 2013 was EUR 310 million.

On 10 May 2013, the ACS Group held the Annual General Meeting in which the shareholders approved the distribution of a dividend of
EUR 1.15 per share. It was distributed in July 2013 using a flexible dividend system through which 55.07% of ACS shareholders chose
to sell their rights to ACS through the Purchase Commitment, entailing the acquisition by ACS of 173,299,108 rights for a gross amount
of EUR 192.7 million. The remaining shareholders chose the share option, as a result of which 7,853,637 shares of ACS were issued
which were admitted to listing on 26 July 2013. Subsequently, on 29 August 2013, the retirement of the same number of ACS treasury
shares was approved, which was carried out in September 2013. Consequently, the ACS shares admitted to listing from 23 September
2013 are the same as those which at the beginning of the year amounted to 314,664,594.

On 13 June 2013, Hochtief announced a plan to acquire treasury shares equal to approximately 5.6% of its share capital. The
aforementioned plan was completed in December 2013 and, thus at 2013 year end the company held 10% of its treasury shares.
3

On 21 June 2013, Leighton launched a debt issue with a bank syndicate for AUD 1,000 million in order to finance the Company's
working and general capital needs, whereby it refinanced an instrument similar to the one which matured in December 2013 and which
consisted of AUD 600 million in capital.

On 28 June 2013, Leighton Holding completed the sale to Ontario Teachers' Pension Plan of approximately 70% of its
telecommunication assets which included the companies Nextgen Networks, Metronode and Infoplex. The sale price of AUD 771 million
represented 100% of the aforementioned assets.

At 23 July 2013, Dragados launched a delisting takeover bid for its Polish investee POL-AQUA. On 19 September the takeover bid was
completed in which 8.3 million shares, representing 30.18% of the share capital were acquired for EUR 6.9 million. Subsequently, a
compulsory purchase process was carried out on the remaining 3.82% of the share capital to reach 100% of the share capital of POLAQUA.

On 25 July 2013, the Cobra Group successfully placed the "Project Bond" for the Castor Project, the first with these characteristics
issued with the European Investment Bank's Project Bond Credit Enhancement (PBCE) guarantee programme. The issue amount was
EUR 1,400 million, for a 21.5 year period and a final rate of 5.756% (BBB+ Fitch rating and BBB S&P rating). Furthermore, during the
final months of 2013, certain events occurred which lead the plant's activity to be suspended by the Ministry of Industry, Energy and
Tourism, thereby preventing the plant's entry into service. The ACS Group expects that, after the appropriate technical studies and the
corresponding technical and accounting audit which have been carried out, the aforementioned problems will be resolved satisfactorily.
In any case, the ACS Group understands that Escal UGS (owner of the Castor project) has the right to return the concession at any
time, whereby it has the right to collect the total net carrying amount thereof and, consequently, the investment is fully recoverable.

On 30 September, Hochtief, A.G. completed the sale of its airport assets to a subsidiary of the Canadian pension fund, Public Sector
Pension Investment Board, for EUR 1,083 million.

In September 2013 Hochtief also announced the final closing of the sale of its services line of business to Servicios a Spie, S.A., for EUR
236 million.

On 4 October 2013, ACS, Actividades Finance, B.V. (a Dutch subsidiary wholly owned by ACS, Actividades de Construcción y Servicios,
S.A.) issued bonds that are exchangeable for Iberdrola shares for EUR 721.1 million, with the following characteristics:
o
A term of five years maturing on 22 October 2018, unless they are exchanged or redeemed early. The price for redeeming the
bonds on maturity will be 100% of the nominal value, unless they are exchanged.
o
Annual nominal fixed interest of 2.625%, payable quarterly in arrears.
o
The exchange price is EUR 5.7688 per each Iberdrola share, which represents a premium of 35% on the reference quoted
price of the session in which the issue was launched. As of 12 November 2016, ACS will have the option of redeeming the
bonds early if the value of the Iberdrola shares exceeds 130% of the exchange price applicable during at least 20 trading
days in any period of 30 consecutive trading days.

o
The bond holders will have the option of redeeming the bonds in the third year or if there is any change of control of ACS.
o
The bonds are listed in the open market (Freiverkehr) on the Frankfurt Stock Exchange.
Since mid-2012, the ACS Group has had several financial derivative contracts with various financial institutions over Iberdrola (call
spreads), which offered an increased exposure from EUR 3.26 to EUR 4.73 per share for a notional amount of 597.3 million underlying
shares. As a result of the increase in the quoted price of the aforementioned underlying asset, on 20 December the parties agreed to
replace the previous structure with a new one (put spread), which has the same exposure profile and maturity periods, however the
strike price and the number of underlying shares were slightly adjusted as a result of the changes in Iberdrola's dividend policy. This
change enabled the ACS Group to monetise the value of these derivatives for a total of EUR 856 million included in the balance sheet at
2013 year end.

On 12 December 2013, the Board of Directors of ACS approved the distribution of the interim dividend of EUR 0.446 per share. It was
distributed in February 2014 using a flexible dividend system through which 49.5% of ACS shareholders chose to sell their rights to ACS
through the Purchase Commitment, entailing the acquisition by ACS of 155,768,093 rights for a gross amount of EUR 69.5 million. The
remaining shareholders chose the share option, as a result of which 2,562,846 shares of ACS were issued which were admitted to listing
on 26 February 2014.

As a result of the publication of this proposed ministerial order, for the approval of the remuneration parameters of the standard facilities
applicable to certain electrical power production from renewable energy sources, cogeneration and waste, on 3 February 2014, subject
to a consultation period, the ACS Group made a preliminary estimate of the impact that such a regulation would have on the Group's
wind farms and solar thermal plants and recognised a provision of EUR 199 million at 31 December 2013, in addition to the provision of
EUR 300 million recognised in 2012 in relation to these assets.
4
1.2
Consolidated Income Statement of the ACS Group
Consolidated Income Statement
2012
38,396
100.0%
Other income
404
1.1%
Total Income
38,800
101.1%
(27,031)
(8,681)
Millions of Euros
Net Sales
Operating expenses
Staff costs
Operating Cash Flow (EBITDA)
Current assets provisions
Ordinary Operating Profit (EBIT)
Impairment losses and gains and losses on disposal of noncurrent assets
Other gains or losses
3,088
2013
38,373
Change
(0.1)%
1.5%
41.4%
38,943
101.5%
0.4%
(70.4)%
(27,602)
(71.9)%
2.1%
(22.6)%
(8,340)
(21.7)%
(3.9)%
7.8%
(2.8)%
8.0%
571
100.0%
3,002
(1,469)
(3.8)%
(1,208)
(3.1)%
(17.8)%
(40)
(0.1)%
(48)
(0.1)%
19.9%
10.5%
1,579
4.1%
1,746
4.5%
37
0.1%
(200)
(0.5)%
n.a.
98
0.3%
n.a.
(25)
(0.1)%
Operating Profit
1,591
4.1%
1,645
4.3%
3.3%
Financial Income
508
1.3%
361
0.9%
(29.0)%
Financial expenses
Ordinary Financial Result
Exchange Differences
Change in fair value of financial instruments
Impairment and gains or losses on disposal of financial
instruments
Net Financial Result
Results on equity method
PBT of continued operations
Income tax
Net profit of continued operations
Profit after taxes of the discontinued operations
Consolidated Result
Non-controlling Interests
Profit Attributable to the Parent Company
1.2.1
(1,295)
(3.4)%
(1,124)
(2.9)%
(13.2)%
(787)
(2.0)%
(763)
(2.0)%
(3.0)%
-
0.0%
(25)
(0.1)%
n.a.
105
0.3%
555
1.4%
n.a.
(3,770)
(9.8)%
256
0.7%
n.a.
(4,451)
(11.6)%
23
0.1%
n.a.
0.9%
96
0.3%
(71.7)%
(6.6)%
1,764
4.6%
n.a.
2.6%
(517)
(1.3)%
n.a.
(3.9)%
1,247
3.2%
n.a.
-
n.a.
339
(2,520)
1,005
(1,515)
107
0.3%
-
(1,408)
(3.7)%
1,247
3.2%
n.a.
(520)
(1.4)%
(545)
(1.4)%
4.8%
(1,928)
(5.0)%
702
1.8%
n.a.
Revenue and backlog
ACS Group’s turnover in 2013 amounted to EUR 38,373 million, 0.1% less than in 2012. This figure is affected by the drop in activity in Spain and
also by the impact of exchange rates. Without this impact, sales would have grown by 6.1%.
Sales according to geographical area show the diversification of the Group's sources of income, where Asia Pacific represented 39.2% of sales,
Americas 34% and Europe 25.6%. Spain represented 13.7% of the Group's total sales.
5
Sales by Geographical Areas
2012
Millions of Euros
%
2013
%
Change
Spain
5,975
15.6%
5,245
13.7%
(12.2)%
Rest of Europe
4,349
11.3%
4,549
11.9%
4.6%
Americas
12,298
32.0%
13,054
34.0%
6.1%
Asia Pacific
15,551
40.5%
15,061
39.2%
(3.2)%
223
0.6%
463
1.2%
108.1%
Africa
TOTAL
38,396
38,373
(0.1)%
Sales per Geographical Area (excluding adjustments between areas of activity)
Construction
2012
Millions of Euros
Environment
2013
Change
2012
2013
Industrial Services
Change
2012
2013
Change
Spain
1,810
1,393
(23.1)%
2,938
2,739
(6.8)%
1,254
1,148
(8.5)%
Rest of Europe
3,370
3,560
5.7%
782
693
(11.5)%
196
296
50.5%
Americas
9,146
9,754
6.7%
2,992
3,014
0.7%
162
286
76.3%
15,355
14,851
(3.3)%
166
210
26.2%
30
-
n.s.
2
1
n.s.
172
411
139.1%
48
52
8.3%
29,683
29,559
(0.4)%
7,050
7,067
0.2%
1,691
1,781
5.3%
Asia Pacific
Africa
TOTAL
By lines of business, the growth in Europe and North America is notable, compensating for the drop in Spain. Industrial Services compensates the
decline in its activity in Spain and Europe with projects mainly in Latin America, the Middle East and incipient activity in countries like South Africa.
Environment offsets the reduced activity in Spain, as a result of government budget cuts, with strong growth in Europe and America, which will be
solidified by the recent concessions obtained.
The backlog, which amounts to EUR 63,419 million, recorded a 15.0% slide as a result of the divestments carried out in the year and the
performance of the euro against various currencies, mainly the Australian dollar and the North American dollar. In comparable terms, excluding the
impact of exchange rate fluctuations, in addition to the changes in the scope of consolidation, the drop would be 2.0%, or EUR 1,482 million.
Backlog by Geographical Areas
Dec-12
Millions of Euros
%
Dec-13
%
Change
Spain
11,448
15.3%
10,177
16.0%
(11.1)%
Rest of Europe
12,162
16.3%
9,044
14.3%
(25.6)%
America
17,208
23.1%
16,255
25.6%
(5.5)%
Asia Pacific
33,145
44.4%
27,544
43.4%
(16.9)%
626
0.8%
398
0.6%
(36.4)%
Africa
TOTAL
74,588
63,419
(15.0)%
Construction
Thousands of Euros
Spain
Rest of Europe
Dec-12
3,598
Environment
Dec-13
3,354
Change
(6.8)%
Dec-12
2,545
Industrial Services
Dec-13
2,327
Change
(8.6)%
Dec-12
5,304
Dec-13
4,496
Change
(15.2)%
8,527
5,569
(34.7)%
631
597
(5.4)%
3,004
2,879
(4.2)%
America
13,615
11,937
(12.3)%
3,243
3,310
2.1%
350
1,008
188.1%
Asia Pacific
32,486
26,703
(17.8)%
209
841
301.6%
449
-
n.s.
-
-
n.a.
533
337
(36.7)%
94
61
(35.0)%
58,227
47,563
(18.3)%
7,161
7,413
3.5%
9,201
8,443
(8.2)%
Africa
TOTAL
6
1.2.2
Operating Results
Operating Results
Millions of Euros
EBITDA
EBITDA Margin
Construction
2012
3,088
8.0%
7.8%
(1,208)
(17.8)%
(1,290)
(1,009)
(21.8)%
(49)
(56)
14.0%
(128)
(141)
10.3%
(1)
(1)
(18.7)%
(40)
(48)
19.9%
1,579
4.1%
1,746
4.5%
10.5%
Corporation
Current assets provisions
EBIT
EBIT Margin
Change
(2.8)%
(1,469)
Industrial Services
Environment
2013
3,002
EBITDA decreased by 2.8% due to the impact of the exchange rate fluctuations, mainly in Hochtief (without this effect, EBITDA would grow by
3.1%). Conversely, both Industrial Services (+3.7%) and Environment (+14.0%) grew at a robust pace thanks to the mix both are experiencing
towards more profitable activities (EPCs and Treatment Plants).
The Construction depreciation and amortisation charge includes the higher value of certain assigned assets generated as a result of the Hochtief
purchase price allocation (PPA), the gross amount of which amounted to EUR 193.5 million at December 2013, i.e., 31.6% less than in 2012.
Group EBIT for the year amounted to EUR 1,746 million, 10.5% greater than in 2012 due to the substantial decrease in the Construction
depreciation and amortisation charge, mainly in Leighton and in the aforementioned impact of the PPA. Without the impact of the change in
exchange rates, growth would have been 16.9%.
1.2.3
Financial Results
Financial Results
Millions of Euros
Financial Income
2012
2013
Change
508
361
(29.0)%
(1,295)
(1,124)
(13.2)%
(787)
(763)
(3.0)%
Construction
(245)
(324)
32.4%
Industrial Services
(179)
(156)
(12.7)%
Environment
(106)
(59)
(44.8)%
Corporation
(257)
(224)
(12.8)%
Financial expenses
Finance income fell by 29.0% due to the reduced contribution of the Iberdrola dividends in comparison to the previous year after the reduction of
the ownership interest held by ACS in 2012.
Finance costs decreased by 13.2% due to the substantial drop in the average gross debt as a result of the divestment carried out in 2012,
particularly in Iberdrola.
Consequently, ordinary financial results fell by 3%.
Financial Results
Millions of Euros
Exchange Differences
Changes in fair value of financial instruments
Impairment and gains or losses on disposal of financial instruments
Net Financial Result
2012
2013
Change
(787)
(763)
(3.0)%
-
(25)
n.a.
105
555
n.a.
(3,770)
(4,451)
256
23
n.a.
n.a.
7
Net financial results included a change in the fair value of certain financial instruments amounting to EUR 555 million, as a result of the fluctuations
in the value of the derivatives, both in Iberdrola and in treasury shares.
The impairment and gains or losses on disposal of financial instruments, which amounts to EUR 256 million, include the gains before taxes and
non-controlling interests on the sale of Nextgen by Leighton (EUR 154 million), Airports by Hochtief (EUR 123 million, mainly from the sale of the
ownership interest in the Sydney airport) and Services in Hochtief Europe (EUR 158 million). The net impact on ACS after taxes, after subtracting
taxes and non-controlling interests (very significant with regard to the Sydney airport), amounts to EUR 81 million. It also includes the provisions for
risks and changes in the value of certain financial assets.
1.2.4
Income from equity-accounted method
Income from associates accounted for using the equity method includes mainly the contribution of Hochtief, as well as the adjustments due to PPA
of certain of these assets. The gains and losses arising from various projects in Leighton and Hochtief Americas carried out in collaboration with
other shareholders through shared management joint ventures are also included.
Equity Method
Millions of Euros
2012
Results on equity method
Construction
2013
Change
339
96
(71.7)%
264
74
(72.0)%
4
3
(23.6)%
27
44
19
-
(29.7)%
n.a.
Industrial Services
Environment
Abertis
The decrease in Construction is due to the change in the value of certain financial assets accounted for using the equity method in accordance with
the current market conditions. The contraction in Environment is due to the change in consolidation of the Urbaser activity in Chile, which has been
fully consolidated in the Group's financial statements since January 2013.
1.2.5
Net profit attributable to the Group
In 2013 net attributable profit amounted to EUR 702 million. In 2012 net attributable profit included the impact of the partial sale and subsequent
valuation adjustment of Iberdrola and, therefore, it is not comparable to that recognised in 2013.
Reconciliation of Net Recurring Profit
Millions of Euros
2012
2013
Change
Recurring Net Profit Construction
249
261
Recurring Net Profit Industrial Services
416
418
0.5%
72
79
8.9%
(154)
(177)
14.3%
Recurring Net Profit Environment
Recurring Net Profit Corporation
4.9%
Net structural costs
(39)
(33)
(14.5)%
Net financial result
(136)
(141)
4.0%
21
(2)
n.s.
582
580
(0.3)%
Other
Net ordinary contribution ABE
44
-
Net ordinary contribution IBE
31
25
Gains and other extraordinary results
Attributable Net Profit
(2,585)
96
(1,928)
702
n.a.
Eliminating the contributions of Abertis, in 2012, and Iberdrola in 2012 and 2013, and all of the extraordinary results in both periods, which in 2013
included mainly the positive performance of the fair value of the derivatives and the provisions for risks, the recurring net profit of the ACS Group
amounted to EUR 580 million, 0.3% down on 2012. This drop is a result of the increased equivalent tax rate.
8
Profit attributable to non-controlling interests amounting to EUR 545 million relates mainly to the non-controlling interests of Hochtief, arising from
the full consolidation in the ACS Group, as well as the non-controlling interests from Hochtief as a result of the consolidation of Leighton.
The effective rate, once the net contributions of financial assets are adjusted and accounted for using the equity method, amounts to 33.0%.
1.3
Consolidated balance sheets at 31 December 2012 and 2013
Consolidated balance sheet
Millions of Euros
Dec-12
Dec-13
Change
Intangible Assets
5,049
12.1%
4,949
12.4%
(2.0)%
Property, Plant and Equipment
3,131
7.5%
2,587
6.5%
(17.4)%
Investments accounted for using the equity method
1,732
4.2%
1,366
3.4%
(21.1)%
Non-current Financial Assets
1,961
4.7%
2,508
6.3%
27.9%
Long Term Deposits
363
0.9%
559
1.4%
54.2%
Financial Instruments Receivables
471
1.1%
41
0.1%
(91.4)%
2,467
5.9%
2,380
Deferred Taxes Assets
6.0%
(3.5)%
Fixed and Non-current Assets
15,173
36.5%
14,391
36.2%
(5.2)%
Non-Current Assets Held for Sale
6,601
15.9%
5,310
13.4%
(19.6)%
Inventories
Trade and Other Receivables
Other Current Financial Assets
Financial Instruments Debtors
Other Current Assets
1,920
4.6%
1,817
4.6%
(5.4)%
11,414
27.5%
11,316
28.5%
(0.9)%
1,705
4.1%
2,980
7.5%
74.7%
9
0.0%
12
0.0%
32.9%
212
0.5%
177
0.4%
(16.8)%
4,528
10.9%
3,769
9.5%
(16.8)%
26,391
63.5%
25,381
63.8%
(3.8)%
41,563
100%
39,771
100%
(4.3)%
Shareholders' Equity
3,382
8.1%
3,803
9.6%
Valuation Adjustments
(726)
(1.7)%
(535)
(1.3)%
(26.3)%
3,055
7.4%
2,221
5.6%
(27.3)%
Equity
5,712
13.7%
5,489
13.8%
(3.9)%
Grants
54
0.1%
50
0.1%
(8.2)%
Non-current Financial Liabilities
6,957
16.7%
7,411
18.6%
6.5%
Deferred Tax Liabilities
1,232
3.0%
1,381
3.5%
12.1%
Non-current Provisions
1,892
4.6%
1,795
4.5%
(5.1)%
594
1.4%
498
1.3%
(16.2)%
187
0.5%
188
0.5%
0.6%
28.5%
3.7%
Cash and Cash Equivalents
Current Assets
ASSETS
Financial Instruments Creditors
Other Long Term Accrued Liabilities
Non-current Liabilities
10,917
4,089
Current provisions
Financial Instruments Payables
Trade and Other Payables
Other Current Liabilities
Current Liabilities
26.3%
11,323
9.8%
12.4%
9.8%
3,878
(5.2)%
1,214
2.9%
1,102
2.8%
(9.2)%
4,591
11.0%
4,132
10.4%
(10.0)%
24
0.1%
71
0.2%
195.6%
14,742
35.5%
13,220
33.2%
(10.3)%
275
0.7%
556
1.4%
102.0%
24,935
60.0%
22,959
57.7%
(7.9)%
41,563
100%
39,771
100%
(4.3)%
9
1.3.1
Non-current assets
Intangible assets include goodwill amounting to EUR 2,726 million, of which EUR 1,434 million arose from the acquisition of Hochtief and EUR 781
million from the merger of ACS with Dragados.
The following items in the balance sheet include the exposure of ACS in Iberdrola:

Non-current financial assets include the shares of the direct ownership interest of ACS in Iberdrola (188 million shares at 31 December

Non-current payables for financial instruments includes the following derivatives for Iberdrola shares:
2013) at market price, of which 125 million shares are pledge in the exchangeable bond issued in October 2013.
o
The equity swap with Natixis for 164 million shares over which ACS maintains the usufruct right.
o
The put spread, which replaced the call spread in the monetisation process completed in December, for a notional amount of
595.6 million underlying shares.

Non-current deposits includes, mainly, those acting as collateral in the related derivative instruments, both the equity swap and the put
spread, related to the ownership interest in Iberdrola.
The balance of investments accounted for using the equity method includes various ownership interests in associates of Hochtief and the
ownership interest in Clece.
The net balance of deferred taxes amounts to EUR 998 million and relates mainly to tax losses in prior years and tax credits.
1.3.2
Assets Held for Sale
The Group maintains its rotation strategy for investments in projects which, once they have reached their operating maturing, are totally or partially
disposed. In 2013 the Group disposed of airport assets amounting to EUR 1,083 million, with the resulting drop in the net balance of assets held for
sale.
At 2013 year end the detail of the main financial aggregates related to assets held for sale was as follows:
ACS Group
Millions of Euros
Renewable
energy
Transport
Energy
Concessions Concessions
31 December 2013
Other
TOTAL
Assets
3,161
944
702
502
Liabilities related to AHS
2,626
786
317
150
3,878
Net Assets Held for Sale
535
158
385
352
1,431
Net debt related to AHS
5,310
2,073
593
219
87
2,973
EBITDA of the AHS
230
48
6
15
299
Net Debt/EBITDA
9.0x
12.2x
35.1x
6.0x
9.9x
The net debt corresponding to these projects held for sale amounts to EUR 2,973 million, while the gross operating profit obtained from these
assets in 2013 amounted to EUR 299 million.
As a result of the publication of this proposed ministerial order, for the approval of the remuneration parameters of the standard facilities applicable
to certain electrical power production from renewable energy sources, cogeneration and waste, published on 3 February 2014, subject to a
consultation period, the ACS Group made a preliminary estimate of the impact that such a regulation would have on the Group's wind farms and
solar thermal plants and recognised a provision of EUR 199 million already recognised under net assets held for sale. Furthermore, certain
divestment processes were slowed and even postponed until the related legislative framework is effectively clarified.
10
1.3.3
Working Capital
Working Capital Evolution
Dec-12
Millions of Euros
Mar-13
June-13
Sept-13
Dec-13
Construction
(1,519)
(199)
(244)
(122)
(600)
Industrial Services
(1,445)
(1,235)
(1,330)
(1,139)
(1,091)
108
232
168
176
72
158
(2,698)
(9)
(1,211)
(23)
(1,430)
1
(1,083)
(7)
(1,627)
Environment
Corporation/Adjustments
TOTAL
Note: Construction does not include the working capital arising from the PPA of Hochtief.
Net working capital decreased its credit balance in 2013 by EUR 1,072 million, which relates basically to the change in operating capital in the year
(EUR 948 million) due to:

The drop in activity in Spain which entailed a decrease in the credit balance of Construction operating working capital.

The increase in works executed works pending certification in Leighton (underclaims), very significant in various Australian energy

The decrease in the balance of current advances and provisions in the Industrial Services line of business.
projects.
At year end factoring and securitisation amounted to EUR 458 million, a drop on 2012 as a result of reduced activity in Spain and the
implementation of the supplier payment plan by the government, which reduced the debit balance for working capital in the last quarter of 2013 in
the Environment line of business.
In the last quarter, operating working capital improved substantially (EUR 615 million) due, in addition to the seasonality of the sector itself, to the
measures implemented in all of the Group's lines of business in order to obtain greater control and more efficient management.
1.3.4
Net Debt
Net Debt
Construction Environment
Millions of Euros
Industrial
Services
Corporation/Adjustments
ACS Group
Non-current Bank Borrowings
933
80
314
1,989
3,316
Current Bank Borrowings
978
820
664
414
2,876
Bank borrowings
1,911
900
978
2,403
6,192
2,261
-
-
959
3,220
Non-Recourse Financing
397
263
25
572
1,257
412
63
74
-
550
Total External Gross Debt
4,981
1,226
1,077
3,935
11,219
679
168
-
(524)
324
Bonds and Debentures
Payable to Group Companies
784
302
662
(1,661)
88
Net Payables to Group companies and
Associates
Loans to Group Companies
(105)
(134)
(662)
1,137
236
Total Gross Debt
4,876
1,092
415
5,072
11,456
Current Financial Assets and Term Deposits
1,276
242
246
1,689
3,452
Cash and Cash Equivalents
2,771
191
791
16
3,769
4,047
432
1,036
1,705
7,221
829
660
(621)
3,367
4,235
Total Cash and Cash Equivalents
NET DEBT
Note: Construction includes Dragados, Hochtief and Iridium.
The ACS Group's total net debt at year end amounted to EUR 4,235 million, i.e., 14.5% down on 2012 after having reduced the net balance by
EUR 717 million.
11
Of total net debt for operating activities amounts, EUR 401 million related to Hochtief's net debt, while EUR 467 million relates to the Group's other
operating activities.
Corporation had net debt of EUR 3,367 million, which includes EUR 1,024 million from the acquisition of the ownership interest that ACS holds in
Hochtief, A.G., the syndicated loan refinanced until July 2015 amounting to EUR 1,430 million and other bilateral loans.
Bank borrowings were significantly reduced in 2013, by more than EUR 1,100 million, and replaced by greater access to fixed-income capital
markets. At 31 December 2013, there was an outstanding balance related to corporate bond issues of other types amounting to EUR 3,220 million,
practically double that of 2012.
1.3.5
Equity
Equity
Dec-12
Millions of Euros
Shareholders' Equity
Dec-13
3,382
Change
3,803
12.4%
Valuation Adjustments
(726)
(535)
(26.3)%
Equity
3,055
5,712
2,221
5,489
(27.3)%
(3.9)%
Equity for the ACS Group amounts to EUR 5,489 million at year end and includes EUR 3,803 million in shareholders' equity, which increased by
12.4% since December 2012 due to cumulative profit from that date.
The sale of treasury shares carried out in January 2013 offset the dividends paid during the year, both the dividend charged to 2012 income paid in
July 2013, as well as the interim dividend charged to 2013 profit, approved in December 2013 and paid in February 2014, both through a flexible
payment system.
Valuation adjustments amount to EUR 535 million and include mainly the impact of the change in interest and exchange rate hedges on certain
capital intensive assets.
The balance of non-controlling interests includes both the holdings of the non-controlling shareholders of Hochtief as well as its non-controlling
interests included in the balance sheet of the German company, which mainly relate to the non-controlling shareholders of Leighton Holdings. The
substantial reduction is due to the sale of the airport assets and the treasury share purchase programme carried out by Hochtief until it reached
10% of its share capital, as well as the acquisition of an additional 6% ownership interest in its subsidiary, Leighton.
1.3.6
Net Cash Flows
Net Cash Flows
2012
2013
Millions of Euros
TOTAL
Cash Flows from Operating Activities
before working capital:
Changes in working capital
ACS
exHOT
HOT
1,506
1,347
159
TOTAL
Change
ACS
exHOT
HOT
1,959
1,076
884
(207)
(424)
217
(948)
(658)
(290)
1,299
923
377
1,012
418
594
(2,496)
(1,724)
(772)
(2,484)
(1,650)
(834)
4,781
588
4,194
2,008
1,912
96
2,285
(1,136)
3,422
(476)
262
(738)
(84)
1
(85)
157
-
157
2. Dividends paid
(639)
(151)
(488)
(398)
(180)
(218)
Net Cash Flows from Operating Activities
1. Payments due to investment
2. Collections from disposals
Net Cash Flows from Investing Activities
1. Treasury stock acquisition
ACS
exHOT
TOTAL
30.1%
454.3%
(22.1)%
57.7%
n.a.
n.a.
3. Other adjustments
(124)
(12)
(112)
379
(128)
508
Other Net Cash Flows
(847)
(162)
(685)
139
(308)
447
n.a.
n.a.
Cash Flow Generated/(Used)
2,737
(376)
3,113
674
372
302
(75.4)%
(90.3)%
Note: In Hochtief the treasury share purchase (EUR 255 million) and the dividends paid to ACS (EUR 38 million) were reclassified under "Other financing sources". These
dividends received by ACS are also included in "Other financing sources", which also include the cash flows from derivative transactions.
12
Cash flows from operating activities gave rise to a cash inflow of EUR 1,012 million, which was influenced by the following matters:

Cash flows from operating activities before working capital grew by 30.1% in comparison to 2012, entailing the generation of EUR 1,959

Conversely, the operating working capital required funds totalling EUR 948 million, of which EUR 658 million came from Hochtief, mainly
million in funds over the year, of which EUR 1,076 million came from Hochtief and EUR 884 million came from the other activities of ACS.
from its subsidiary, Leighton, and EUR 290 came from the other activities of ACS.
1.3.7
Investments
Breakdown of Net Investments
Millions of Euros
Operating
Investments
Construction
Investments
in Projects
and Financial
Investments
Total
Investments
870
1,856
986
Dragados
HOCHTIEF
Operating
Divestments
Financial
Divestments
(135)
(1,822)
Total
Divestments
Net
Investments
(1,957)
(101)
72
11
82
(30)
(9)
(38)
44
914
736
1,650
(105)
(1,806)
(1,912)
(262)
1
124
125
-
(7)
(7)
117
Environment
74
125
198
(6)
(19)
(25)
173
Industrial Services
29
372
401
(6)
(7)
(14)
388
Iridium
Corporation
TOTAL
-
28
28
-
(12)
(12)
16
1,089
1,395
2,484
(147)
(1,860)
(2,008)
476
Operating investments in Construction related mainly to the acquisition of machinery for mining contracts by Leighton (EUR 761 million net of
operating divestments).
The total investment in concession projects and financial assets amounted to EUR 870 million, divided between Iridium and Hochtief's joint
ventures, as well as the increase in the ownership interest in Leighton Holdings.
The financial divestments in Hochtief relate mainly to Leighton's the sale of Nextgen for EUR 470 million, the sale of airports for EUR 1,083 million
and the sale of Services for EUR 236 million.
The investments in Industrial Services projects were used mainly for the purchase of non-controlling interests in oil and gas projects in Mexico
(EUR 136 million), the completion of renewable energy assets in the course of construction (EUR 107 million) the Castor gas storage project (EUR
58 million) and transmission lines in Brazil (EUR 28 million).
Urbaser is constructing a waste treatment plant in Essex, to which it has allocated EUR 90 million in 2013.
1.3.8
Other Cash Flows
In 2013 the ACS Group obtained net funds for changes to its treasury shares amounting to EUR 157 million and includes the sale carried out in
January to different international institutional funds and the acquisition of treasury shares to offset the new shares issued by the flexible dividend
payment procedure.
ACS paid its shareholders EUR 193 million in dividends, corresponding to 55% of the share capital of ACS, the owners of which chose to sell their
ACS rights through the purchase commitment in the flexible dividend procedure established by the Company. The remainder, up to EUR 218
million, relate to the dividends paid to the non-controlling shareholders of the subsidiaries of ACS, ex Hochtief.
Hochtief and certain of its subsidiaries, mainly Leighton, paid their shareholders EUR 219 million in dividends with a charge to their results for the
year ended December 2012, of which EUR 38 million relate to ACS and the remainder (EUR 180 million) to non-controlling shareholders.
Other sources of financing include mainly (i) the acquisition by Hochtief of treasury shares amounting to EUR 255 million, (ii) the reduction of debt
by EUR 332 million as a result of the creation, on the part of Leighton in the last quarter of 2013, of the company responsible for managing the fleet
of mining activity machinery, "FleetCo", which allowed it to reduce its finance lease agreements related to this activity, and (iii) the cash flows
related to derivative transactions, which, regard to Iberdrola are summarised as follows:
13

The partial cancellation and modification of the equity swap, together with the issue in October 2013 of the exchangeable bond over 125

The transaction carried out in December 2013 (see Note 1.1 of this report), which allowed the call spread to be monetised and which
million Iberdrola shares, which generated a cash outflow of EUR 398 million.
gave rise to a cash inflow of EUR 856 million.
1.4
Performance of Business Areas
1.4.1
Construction
Construction
Millions of Euros
Sales
EBITDA
Margin
2012
2013
29,683
29,559
(0.4)%
1,995
1,826
(8.5)%
6.7%
6.2%
EBIT
Margin
685
780
2.3%
2.6%
Change
14.0%
249
261
Margin
0.8%
0.9%
Backlog
58,227
47,563
21
17
1,209
(101)
497
870
(1,519)
(600)
(60.5)%
1,314
829
(36.9)%
0.7x
0.5x
Months
Net Investments
Projects (Gross Inv.)
Working Capital
Net Debt
ND/EBITDA
4.9%
(18.3)%
n.a.
Total Construction sales amounted to EUR 29,559 million, representing a 0.4% decrease. This figure takes into account the activity of all ACS
construction companies, including the contributions from Hochtief and Iridium, the ACS Group's Concession activity. The 0.4% fall in sales was a
result of the drop in activity in Spain (-23.1%) and was affected by the depreciation of the Australian and North American dollars. Without this
impact, Construction sales would have grown by 6.7%. On the other hand, there was 6.7% increase in sales in the Americas (even after the
depreciation of the North American dollar), and a 5.7% increase in Europe (ex - Spain).
The EBITDA margin in Construction stood at 6.2%, down on 2012 and affected by various factors:

the drop in Leighton's gross margin due to the sale of its telecommunications business which was very capital intensive;

the improvements experienced in Hochtief Americas and Europe, as well as lower structure costs in Corporation;

Dragados demonstrated an exceptional increase in its margin as a result of the reversal of certain operating costs recognised in prior
years and which were offset with certain improvements to provisions, all in relation to concession projects in Spain.
Net operating profit for the year increased by 14.0% to EUR 780 million as a result of the increased contribution of Leighton, particularly due to a
smaller depreciation and amortisation charge, as well as the reduced impact of the depreciation and amortisation of the assets assigned in the
acquisition of Hochtief, amounting to EUR 193.5 million during the year, 31.6% lower than in 2012.
Recurring net profit in Construction amounted to EUR 261 million, down 4.9% on 2012. Extraordinary loss (EUR 72 million) is allocated between
Dragados, Iridium and Hochtief.
There was a downturn in activity in Spain as a result of the contraction of public investment in infrastructures. In the rest of Europe, similar to North
America, activity grew after new agreements were reached in the United Kingdom, while activity dropped off in the Asia Pacific region as a result of
the exchange rate.
Construction
Millions of Euros
2012
2013
Change
Spain
1,810
1,393
(23.1)%
Rest of Europe
3,370
3,560
5.7%
Americas
9,146
9,754
6.7%
15,355
14,851
(3.3)%
Africa
2
1
n.s.
TOTAL
29,683
29,559
(0.4)%
Asia Pacific
14
Construction
Dec-12
Millions of Euros
Spain
Dec-13
3,598
Rest of Europe
Change
3,354
(6.8)%
8,527
5,569
(34.7)%
Americas
13,615
11,937
(12.3)%
Asia Pacific
32,486
26,703
(17.8)%
Africa
-
-
n.a.
TOTAL
58,227
47,563
(18.3)%
The backlog at year end amounted to EUR 47,563 million, an 18.3% drop compared to that recorded twelve months earlier. This drop was a result
of both the depreciation of the AUD/EUR exchange rate and the sale of assets. In comparable terms, the Construction backlog dropped by 2.7%, or
EUR 1,580 million, due to the effect of the recession in Spain, and the hiring slowdown in the Australian mining sector.
Construction
Data per company group
Dragados
Hochtief
(Contribution to ACS)
Iridium
Millions of Euros
2012
Sales
EBITDA
Margin
EBIT
Margin
Net Financial
Profit/(Loss)
Profit/(Loss) of
companies accounted for
using the equity method
Other Profit
EBT
Taxes
2013
Change
2012
Change
2012
2012
2013
3,760
(6.9)%
116
106
(8.9)%
25,528
25,693
0.6%
-
-
29,683
29,559
(0.4)%
305
319
4.6%
45
50
11.5%
1,303
1,256
(3.7)%
342
201
1,995
1,826
(8.5)%
7.6%
8.5%
38.7%
47.4%
5.1%
4.9%
6.7%
6.2%
Change
2012
258
234
19
22
349
496
6.4%
6.2%
16.2%
20.6%
1.4%
1.9%
(29)
(40)
(68)
(70)
(150)
(215)
2
(4)
5
6
23
81
153
(78)
(49)
261
366
147
150
541
800
(48)
(52)
(159)
(254)
(301)
(454)
81
91
0.3%
0.4%
49,794
39,940
1.7%
12
(3)
(32)
(28)
10
18
780
2.6%
-
(245)
(324)
181
(106)
264
74
-
173
195
487
242
96
899
1,017
15
(51)
(182)
(340)
(179)
(38)
(470)
(488)
77
6
248
189
0.8%
0.6%
58,227
47,563
2.7%
2.7%
8,433
7,622
Months
25
24
23
19
24
19
Net Investments
30
44
43
117
1,136
(262)
1,209
(101)
(531)
(412)
680
840
1,164
401
1,314
829
Net Debt
(9.6)%
-8.8%
685
2.3%
3
Backlog
-18.1%
28
101
Margin
1
(9)
47.7%
59
Change
10
(8.1)%
1
11.2%
42.0%
2013
110
Net Profit/(Loss)
(21)
15.8%
2013
Total
Cha
nge
4,039
(9.0)%
2013
Adjustments
n.a.
55.6%
n.a.
n.a.
n.a.
11.7%
(19.8)%
14.0%
13.2%
(23.8)%
(18.3)%
Note: The finance costs associated with the acquisition by ACS of the ownership interest in Hochtief are included under Corporation. The "Adjustments" column includes
adjustments due to the PPA, amortisation of the PPA and the resulting impact on taxes and non-controlling interests.
Hochtief's contribution to the net profit of ACS, after subtracting non-controlling interest, amounts to EUR 91 million, proportionate to its effective
ownership interest in the period, which amounted to 55.9% at 2013 year end.
HOCHTIEF, A.G.
Americas
Asia Pacific
Europe
Corporation
Total
Millions of Euros
2012
Sales
EBITDA
Margin
EBIT
7,375
2013
Change
2012
2013
Change
7,944
+7.7%
15,180
14,767
(2.7)%
+23.8%
1,376
1,241
(9.8)%
9.1%
8.4%
528
574
67
83
0.9%
1.0%
38
55
+43.3%
8.9%
2012
2,856
2013
Change
2012
2013
2012
2013
Change
2,870
0.5%
117
112
25,528
25,693
0.6%
(80.6)%
(81)
(57)
1,303
1,256
(3.7)%
5.1%
4.9%
349
496
(59)
(11)
(2.1)%
(0.4)%
(117)
(73)
37.6)%
(99)
(60)
15
42.0%
HOCHTIEF, A.G.
Americas
Asia Pacific
Europe
Corporation
Total
Millions of Euros
2012
Margin
Change
2012
2013
Change
2012
2013
Change
2012
2013
0.7%
3.5%
3.9%
-4.1%
-2.6%
(17)
(19)
(161)
(182)
(37)
(23)
65
26
46
(59)
42
37
5
10
13
146
154
57
94
29
63
(14)
(22)
(57)
(23)
(1)
(12)
(26)
(8)
43
59
(54)
32
0.6%
0.7%
(1.9)%
1.1%
Net Financial
Profit/(Loss)
Profit/(Loss) of
companies accounted for
using the equity method
Other Profit/(Loss)
EBT
Taxes
Net Profit/(Loss)
Margin
2013
0.5%
+64.6%
+39.8%
104
65
411
500
(97)
(190)
(161)
(126)
153
184
1.0%
1.2%
21.6%
20.4%
118.9%
n/a
2012
2013
Change
1.4%
1.9%
9
(150)
(215)
77
60
81
153
2
134
261
366
44
143
541
800
9
(19)
(159)
(254)
(40)
(228)
(227)
(374)
14
(104)
155
171
0.6%
0.7%
The net profit of Hochtief, A.G. includes gains on sales carried out during the year (basically the telecommunications, airports and services lines of
business), the net impact of which amounted to EUR 161 million, offset by various provisions made to cover the impairment losses on certain
assets and the restructuring process planned in Hochtief Europe for 2014 with a total net impact of EUR 198 million. Without these effects, the net
recurring profit for 2013 of Hochtief, A.G. stood at EUR 208 million.
1.4.2
Industrial Services
Industrial Services
Millions of Euros
2012
Sales
0.2%
904
937
3.7%
12.8%
13.3%
EBIT
Margin
Change
7,067
EBITDA
Margin
2013
7,050
849
881
12.0%
12.5%
3.7%
416
418
Margin
5.9%
5.9%
Backlog
7,161
7,413
12
13
(10)
388
430
372
Working Capital
(1,445)
(1,091)
(24.5)%
Net debt
(1,255)
(621)
(50.5)%
(1.4)x
(0.7)x
Months
Net Investments
ND/Ebitda
0.5%
3.5%
n.a.
Industrial Services sales amounted to EUR 7,067 million, slightly more than in 2012, despite the drop in activity in Europe, mainly in Spain and
Portugal.
Industrial Services
Millions of Euros
Spain
Rest of Europe
Americas
Asia Pacific
Africa
TOTAL
2012
2013
Change
2,938
2,739
(6.8)%
782
693
(11.5)%
2,992
3,014
0.7%
166
210
26.2%
172
411
139.1%
7,050
7,067
0.2%
16
47.7%
10.3%
International sales increased by 5.2% up to 61.2% of total sales, and amounted to EUR 4,328 million. This increase arises from the new
agreements arranged in Latin America and in South Africa.
Industrial Services
Millions of Euros
Turnover breakdown by activity
2012
Industrial Maintenance
2013
3,904
(3.1)%
577
647
12.1%
2,598
2,396
(7.8)%
Networks
Specialised Facilities
Control Systems
Integrated Projects
Change
4,031
856
862
0.7%
2,704
2,872
6.2%
374
343
(8.4)%
Renewable Energy: Generation
(59)
(53)
TOTAL
Consolidation Adjustments
7,050
7,067
0.2%
Total International
4,112
4,328
5.2%
% over total sales
58.3%
61.2%
Industrial Maintenance activities decreased as a result of less demand for these services in Spain, where the sales of Specialised Facilities
decreased as a result of the drop in public investment.
Production in the Integrated Projects area increased by 6.2%. Its international activity grew by 12.8%, with the Americas and the Middle East being
the main markets for this type of activity.
The income from renewable energy production fell by 8.4% a result, among other factors, of the sales of assets in the year and the impact of the
regulatory changes introduced in 2013.
Industrial Services
Millions of Euros
Spain
Rest of Europe
Americas
Asia Pacific
Africa
TOTAL
2012
2013
2,545
Change
2,327
(8.6)%
631
597
(5.4)%
3,243
3,310
2.1%
209
841
301.6%
533
337
(36.7)%
7,161
7,413
3.5%
The robust 10.2% growth in the backlog in all areas in international markets was of particular note. The Industrial Services backlog abroad Spain
already represents 68.6% of the total.
Industrial Services
Millions of Euros
Industrial Maintenance
Backlog by Activity
2012
2013
Change
4,052
4,507
11.2%
Domestic Backlog
1,850
1,806
(2.4)%
International Backlog
2,201
2,702
22.7%
3,109
2,905
(6.5)%
695
521
(24.9)%
2,414
2,384
(1.2)%
TOTAL
7,161
7,413
3.5%
Spain
2,545
2,327
(8.6)%
International
4,616
5,086
10.2%
64.5%
68.6%
EPC Projects and Renewables
Domestic Backlog
International Backlog
% over total backlog
17
In addition, operating results have performed well and both EBITDA and EBIT grew by 3.7% despite a drop in contribution from the renewable
energy production assets.

Specifically, in 2013, renewable energy assets obtained EBITDA of EUR 230 million, 8.6% down on 2012.

The other activities performed well in terms of operations and increased their contribution to the Group's EBITDA by 8.4% to reach EUR
707 million.
Additionally, net recurring profit increased by 0.5% to EUR 418 million.
1.4.3
Environment
Environment
2012
Millions of Euros
Sales
EBITDA
Margin
EBIT
Margin
2013
Change
1,691
1,781
5.3%
241
275
14.0%
14.3%
15.4%
106
123
6.3%
6.9%
72
79
Margin
4.3%
4.4%
Backlog
9,201
8,443
65
57
(30)
173
-
125
Months
Net Investments
16.1%
8.9%
(8.2)%
n.a.
Working Capital
108
72
(33.5)%
Net Debt
706
660
(6.6)%
2.9x
2.4x
ND/EBITDA
Sales in the Environment area grew by 5.3%. EBITDA grew by 14.0%, while EBIT grew by 16.1%, mainly due to the full consolidation of the
business in Chile since January 2013. Recurring net profit grew by 8.9% and increased its margin slightly to 4.4%.
Environment
Millions of Euros
Waste Treatment
Urban Services
Logistics
TOTAL
International
% sales
Breakdown of Sales by Line of Business
2012
2013
Change
373
533
42.9%
1,151
1,118
(2.9)%
167
130
(21.9)%
1,691
1,781
5.3%
437
633
45.0%
25.8%
35.5%
The capital intensive waste treatment activity, which includes recycling, treatment and incineration plants, landfills and methane production and
other renewable energy production facilities, recorded growth of 42.9% thanks mainly to the incorporation of the business in Chile and the entry into
service of plants outside of Spain.
Urban Services includes urban solid waste collection, gardening, urban cleaning and other management services provided to city councils. This is a
labour-intensive business, the sales of which dropped by 2.9%.
Logistics activities relate mainly to residual transport assets.
International sales grew by 45.0% and represented 35.5% of the total.
18
Environment
Millions of Euros
2012
Spain
2013
Change
1,254
1,148
(8.5)%
Rest of Europe
196
296
50.5%
Americas
162
286
76.3%
30
-
n.a.
Asia Pacific
Africa
48
52
8.3%
TOTAL
1,691
1,781
5.3%
The Environment backlog was EUR 8,443 million, equivalent to approximately five years of production, and up 8.2% on the previous year. The
downturn in Spain is a result, basically, of Urban Services activities due to the budget restrictions faced by local governments.
Environment
Millions of Euros
Backlog Breakdown by Activity
2012
2013
Change
Waste Treatment
6,045
5,868
(2.9)%
Urban Services
2,707
2,575
(4.9)%
449
-
n.a.
TOTAL
9,201
8,443
(8.2)%
International
3,896
3,947
1.3%
42.3%
46.8%
Logistics
% backlog
The international backlog, which relates mainly to waste treatment, represents 46.8% of the total and grew by 1.3% year-on-year thanks to the
concessions awarded during the last quarter in several Latin American countries.
Environment
Millions of Euros
2012
2013
Change
Spain
5,304
4,496
(15.2)%
Rest of Europe
3,004
2,879
(4.2)%
Americas
350
1,008
188.1%
Asia Pacific
449
-
n.a.
Africa
94
61
(35.0)%
TOTAL
9,201
8,443
(8.2)%
19
2
2.1
Stock Market Performance
Stock Market Information for 2013
The detail of the ACS Group's main market data is as follows:
ACS Share Data
Closing price
Period performance
Maximum in the period
Maximum date in the period
Minimum in the period
Minimum Date
Average in the period
Total volume of shares (thousands)
Daily average volume of shares (thousands)
2012
2013
EUR 19.04
EUR 25.02
(16.86)%
31.41%
EUR 25.10
06-Feb
EUR 10.38
25-July
EUR 25.20
30-Dec
EUR 16.68
06-Feb
EUR 16.77
EUR 21.03
227,383
201,976
888.22
792.06
Total effective volume of trading (millions of euros)
3,812
4,249
Average daily effective volume of trading (millions of euros)
14.89
16.66
314.66
314.66
5,991
7,873
Number of shares (millions)
Market capitalisation (millions of euros)
20
2.2. Treasury shares
At 31 December 2013, the ACS Group had 2,766,973 treasury shares, accounting for 0.87% of its share capital. The detail of the transactions
performed in the year is as follows:
2013
2012
Number of
Thousands of
Number of
Thousands of
shares
Euros
shares
Euros
At beginning of the year
21,368,766
574,696
23,608,833
760,651
Purchases
15,112,383
306,280
9,393,512
155,880
Scrip dividend
Sales
251,471
-
-
-
(25,903,481)
(659,616)
(4,013,784)
(115,262)
Bonus Payments 2013/2012
(208,529)
(3,874)
(287,700)
(9,269)
Depreciation
(7,853,637)
(152,528)
(7,332,095)
(217,304)
At year end
2,766,973
64,958
21,368,766
574,696
On 23 January 2013, the ACS Group sold a total of 20,200,000 treasury shares amounting to EUR 360,166,000 to three entities with a negative
effect on equity of EUR 170,698 thousand.
3
Information on the main risks and uncertainties facing the activity of the ACS Group and financial risk management
The Group carries on its activities in different industries, countries and socio-economic and legal environments, which entails exposure to different
levels of risk inherent to the businesses in which it operates.
21
The ACS Group monitors and controls these risks in order to prevent them from reducing shareholder returns, jeopardising its employees or its
corporate reputation, causing problems for its customers or giving rise to a negative impact on the Group as a whole. In order to carry out this risk
control, the ACS Group has instruments which enable it to identify the risks early enough so as to be able to manage them appropriately, either by
avoiding their materialisation or by minimising their impact, and to prioritise them, where necessary, according to their importance. Particularly
worthy of note are the systems related to risk control in the tenders, contracts, planning and management of construction work and projects, as well
as quality management, environmental management and human resources systems.
In addition to the risks inherent to its different business activities, the ACS Group is exposed to various risks of a financial nature due to interest or
exchange rate fluctuations, liquidity risk and credit risk.

Risks arising from changes in interest rates on cash flows are mitigated by hedging the interest rates through financial instruments that
curb the effect of any fluctuations therein.

Foreign currency risk is managed by arranging debt in the same functional currency as that of the asset financed by the Group abroad.
In order to hedge net positions in currencies other than the euro, the Group uses various financial instruments in order to mitigate
exposure to foreign currency risk.

The most important matters in 2013 regarding financial risks related to the liquidity of the ACS Group are as follows:
o
The sales of the airports managed by Hochtief, the facility management and maintenance activity and the Leighton
o
The formal execution of the Euro Commercial Paper (ECP) programme.
telecommunications assets, enabling the Group to obtain high liquidity levels.

o
The issue of bonds exchangeable for Iberdrola shares amounting to EUR 721.1 million and maturing in 5 years.
o
The monetisation of the call spread on Iberdrola shares.
Lastly, credit risk, which arises from defaulted trade receivables, is managed by means of the preventive assessment of the solvency
rating of the Group’s potential customers, both at the beginning of the relationship for each work or project and throughout the duration
of the contract, evaluating the credit rating of the amounts receivable and reviewing the estimated recoverable amounts from those
considered to be doubtful.
A more in-depth explanation of these risks and of the related risk control instruments is provided in the ACS Group's Annual Corporate Governance
and Corporate Responsibility reports and the ACS Group's consolidated financial statements (www.grupoacs.com). Likewise, the Annual Report of
Hochtief (www.hochtief.com) details its inherent risks and its control mechanisms.
Based on the information currently available, in the next six months following the closing of the accounts referred to in this document, the ACS
Group expects to face risk situations and uncertainty similar to those faced in the second half of 2013, especially those arising from:

The internationalisation of the Group’s activities.

The impact of moderate growth in Asia Pacific.

The economic and financial uncertainties in Europe.

The low expectations for growth in the investment in infrastructures in Spain as a result of the government's plans to cut public
investment.
4
Corporate Social Responsibility
The ACS Group is a worldwide reference in the infrastructure development industry, and it is deeply committed to economic and social progress in
the countries where it is present. This commitment to society is summarised in three spheres of operation:

Respect for ethics, integrity and professionalism in the Group's relationship with its stakeholders.

Respect for the social, economic and environmental setting

Promotion of innovation and research in its application to infrastructure development

Creation of employment and well-being, as an economic motor for society.
In order to coordinate the Corporate Responsibility of the ACS Group, in view of the fact that its operations are decentralised and that the Group
covers a broad geographic area, the One Project was developed which seeks to promote good management practices and to spread corporate
culture. The non-financial management areas on which it has an impact are ethics, efficiency and employees.
22
The detail of the results of Corporate Responsibility and environmental policies of the ACS Group are frequently gathered and published on the
web page of the ACS Group (www.grupoacs.com) and in the Annual Corporate Responsibility Report.
4.1
Ethics
The ACS Group and the companies which make it up are fully committed to promotion, reinforcement and control in matters related to ethics and
integrity, through measures which enable them to prevent, detect and eradicate bad practices.
The Group has developed and implemented its General Code of Conduct which is applicable to its employees, suppliers and subcontractors. In
addition, training initiatives are carried out in order to inform all three groups of the Code, as well as the implementation of the ACS Group Ethics
Channel which enables any person to communicate inappropriate conduct or breaches of the Code of Conduct if there were to occur.
4.2
Efficiency
The ACS Group has identified a series of functional non-financial areas which are key to the performance of its business, which form part of the
production process and which generate a significant portion of its profitability and productivity in the operating companies.
Purchasing and Production
The commitment to clients is one of the ACS Group’s most important corporate values. Practically all of the ACS Group companies have a
customer management system managed by its purchasing management. The management aspects common to the whole ACS Group are as
follows:

Monitoring of client needs

Periodic measurement of client satisfaction

Promotion of the commercial activity
Quality is a determining factor for the ACS Group, as it represents the factor distinguishing it from the competition in the infrastructure and services
industry, with high technical sophistication. Each company in the group adapts its needs to the specific characteristics of its type of production, but
a series of common lines of action have been identified within their Quality Management Systems:

Objectives are set periodically as regards quality and their fulfilment is assessed.

Initiatives and actions aimed at improving the quality of the services provided.

Specific actions are carried out in collaboration with suppliers and subcontractors.
The decentralised nature of the Group's management of its purchases and suppliers requires detailed monitoring and control processes which have
the following commonalities in all of the companies:

Implementation of specific standards and a system for management, classification, approval and control of supplier and subcontractor

Analysis of the level of compliance with these systems.

Collaboration with suppliers and transparency in contractual relationships.
risk.
Research, development and innovation activities
The ACS Group is committed to a policy providing for the on-going improvement of its processes and of applied technology in all activities. Its
involvement in research, development and innovation are clear in its increased investment and the R&D+i efforts the Group makes year after year.
This effort leads to tangible improvements in productivity, quality, customer satisfaction, occupational safety, the obtaining of new and better
materials and products and the design of more efficient production processes and systems, among others.
For this purpose, the ACS Group has an in-house research programme aimed at developing new technological know-how in the design of
processes, systems, new materials, etc. in each activity. R&D management takes place through a system which, in the largest companies and in
general, follows the guidelines in the UNE 166002:2006 standard and is audited by independent specialists. This program is based on three
premises of action:

Development of strategic lines of research individualised by company.

Strategic collaboration with external organisations.
23

Growing and responsible investment in order to promote research and generate patents and operational techniques constantly and
efficiently.
Environmental protection
The ACS Group has a significant environmental impact, either directly as a consequence of changes in the environment or indirectly through the
consumption of materials, energy and water resources. The Group carries out its activities in accordance with the law, by adopting the most
efficient measures to reduce these effects, and by reporting its activity in the mandatory environmental impact studies.
Additionally, it adapts processes so that a high percentage of the Group's activity is certified to the ISO 14001 standard, which involves an
additional commitment required by the law in respect of good environmental practice.
ACS has on-going action plans in their companies to specifically reduce the environmental impact. The main initiatives in development are:

Actions that contribute to the reduction of climate change.

Initiatives to enhance energy efficiency in its activities.

Procedures that help to minimise the impact on biodiversity in those projects where necessary.

Promotion of good practices aimed at saving water in those locations considered to have high water stress.
4.3
Employees
Human Resources
At the end of 2013, the ACS Group employed a total of 157,689 people, 37,560 of whom are university graduates. The number of ACS Group
employees is 2.9% less than in 2012 after the sale of Hochtief's Airport and Facility Management activities in September 2013.
Some of the fundamental principles governing the corporate human resource policies of the Group companies are based on the following common
actions:

Attracting, retaining and motivating talented individuals.

Promoting teamwork and quality control as tools to drive excellence as work well done.

Acting quickly, promoting the assumption of responsibilities and minimising bureaucracy

Supporting and increasing training and learning.

Innovating to improve processes, products and services.
Health and Safety
The prevention of occupational risks is one of the strategic pillars of all ACS Group companies. The ACS Group’s risk prevention policy complies
with the various Occupational Health and Safety regulations which govern the area in the countries where it is operates, at the same time as
promoting integration of occupational risks into the company strategy by means of advanced practices, training and information. Despite the fact
that they operate independently, the great majority of the Group’s companies share common principles in the management of their employees’
health and safety.

Compliance with current legislation on occupational risk prevention and other requirements voluntarily observed.

Integration of occupational risk prevention into the set of initiatives and at all levels, implemented through correct planning and its putting

Adoption of all those measures necessary to ensure employees’ protection and well-being.

Achieving continuous improvement of the system by means of appropriate training and. information as regards risk prevention

Qualification of staff and application of technological innovations.
into practice.
5
Significant events subsequent to year-end
On 12 December 2013, the Board of Directors of ACS approved the distribution of the interim dividend. It was distributed in February 2014 using a
flexible dividend system through which 49.5% of ACS shareholders chose to sell their rights to ACS through the Purchase Commitment, entailing
the acquisition by ACS of 155,768,093 rights for a gross amount of EUR 69.5 million, or EUR 0.446 per share. The remaining shareholders chose
the share option, as a result of which 2,562,846 shares of ACS were issued which were admitted to listing on 26 February 2014.
24
On 31 January 2014, Hochtief sold 50% of its ownership interest in aurelis Real Estate at a price close to its carrying amount within its strategy of
divesting non-strategic assets.
The proposed ministerial order for the approval of the remuneration parameters of renewable energy facilities was published in February 2014
served to evaluate the impact of the aforementioned regulation on the ACS Group, as detailed in Note 1.1 of this report.
In March 2014, Hochtief, A.G., launched a proportional take overbid over the Australian company Leighton Holdings Ltd in order to increase its
current ownership interest from 58.77% to a maximum of 73.82%, at an ex-dividend price per share of AUD 22.50, payable in cash, which will entail
a maximum investment of AUD 1,155 million (approximately, EUR 787 million) which will be financed by Hochtief, A.G. with its own available cash
and credits. The takeover bid is subject to the relevant authorisation and other usual conditions.
On 13 March 2014, ACS, Actividades Finance 2, B.V. (a Dutch wholly-owned subsidiary of ACS, Actividades de Construcción y Servicios, S.A.)
announced that upon completion of the accelerated bookbuild, the amount, the interest rate and the conversion price as well as the definitive
conditions of the exchangeable bond issue over Iberdrola shares have been set, as follows:

The final amount of the issue totalled EUR 405.6 million.

The bonds which were issued at par will mature on 27 March 2019, unless they are exchanged or redeemed early. The price for

The bonds accrue annual nominal fixed interest of 1.625%, payable quarterly in arrears.

The bonds will be exchangeable, at the choice of the bondholders, for 63,187,412 ordinary shares of Iberdrola, representing approximately
redeeming the bonds on maturity will be 100% of the nominal value, unless they are exchanged.
0.9914% of its share capital. However, in accordance with the terms and conditions of the bonds, the Issuer may opt, when the bondholders
exercise their exchange right, to deliver the corresponding number of Iberdrola shares, cash or a combination thereof.

The conversion price of the bonds is EUR 6.419 per each Iberdrola share, representing a premium of 32.5% over the weighted average
quoted price of these shares since the announcement of the issue until the time it was set. As of 17 April 2017 (3 years and 21 days
from the closing date), the Company will have the option of redeeming the bonds early at par if the value of the Iberdrola shares exceeds
130% of the conversion price applicable during at least 20 trading days in any period of 30 consecutive trading days.

The bondholders will have the right to redeem their bonds early from the Issuer for an amount equal to the sum of the nominal amount
and the interest accrued:
o
on 27 March 2017 (3 years from the closing date); and
o
in the event that there is any change of control of ACS (as this concept is defined under the terms and conditions of the
bonds).

The subscription and payment of the bonds will take place at the closing date, initially set for 27 March 2014 provided that the conditions
envisaged in the subscription agreement that the Company, Issuer and the Underwriter signed on 13 March 2014 with the Lead
Managers.

As part of the subscription agreement, the Issuer, the Company and the Underwriter have formalised a lock-up agreement, from the
signature date for a period of 90 days from the subscription and payment of the bonds, pursuant to which they undertake not to perform
any issues, offers or sales of the shares offered in exchange or in similar transactions in relation to the Iberdrola shares and/or any
convertible or exchangeable security for Iberdrola shares, subject to certain exceptions.

On 17 March 2014, a request was made to list the bonds on the open market (Freiverkehr) (a multilateral trading facility) on the Frankfurt
Stock Exchange.
On 18 March 2014, ACS, Actividades de Construcción y Servicios, S.A. reduced its share capital by EUR 1,281,423 relating to 2,562,846 ordinary
shares of EUR 0.5 par value each through the retirement of the Parent's treasury shares.
In using the authorisation granted by the shareholders at the Annual General Meeting held on 25 May 2009 and in executing the resolution of the
Board of Directors of 27 February 2014, ACS, Actividades de Construcción y Servicios, S.A., on 20 March 2014 has formally executed a Euro
Commercial Paper (ECP) programme for a maximum amount of EUR 750 million, which has been subscribed by the Irish Stock Exchange.
Santander Global Banking & Markets is the programme implementation coordinator (arranger), the entity who also acts as designated intermediary
(dealer). By means of this programme, ACS will be able to issue promissory notes maturing between 1 and 364 days, thereby enabling it to
diversify its means of obtaining financing in the capital markets.
6
Outlook for 2014
The ACS Group expects to increase its net recurring profit in 2014 by maintaining a moderate gearing ratio.
25
In order to achieve these objectives, the ACS Group will continue to grow in all of its developed reference markets. It will do so in North America,
Pacific Asia and Latin America by taking advantage of the opportunities which arise as a result of its privileged position and in Europe by retaining
its roots. Likewise, it will continue to invest in infrastructure development projects.
The ACS Group will promote more measures to increase the profitability of its operating companies, standardising the risk control system and
strengthening the growth of its activities with high added value in new markets.
One of the ACS Group's objectives also is to improve in terms of financing efficiency, promoting adequate management of working capital and
increasing access to capital markets in order to, thus, reduce its finance costs and diversify its sources of financing.
7
Annual Corporate Governance Report
In accordance with corporate law, following is the Annual Corporate Governance Report, which forms an integral part of the 2013 Directors' Report.
26
APPENDIX I
ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED COMPANIES
ISSUER’S PARTICULARS
REFERENCE FINANCIAL YEAR END DATE
31/12/2013
C.I.F.
A-28004885
CORPORATE NAME
ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
REGISTERED OFFICE
AVENIDA PIO XII, 102, MADRID, SPAIN
ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED COMPANIES
A OWNERSHIP STRUCTURE
A.1 Complete the following table on the company’s share capital:
Date of last
change
23/09/2013
Share capital (€)
157,332,297.00
Number of shares
314,664,594
Number of voting
rights
314,664,594
Indicate whether there are different classes of shares carrying different rights:
Yes  No 
A.2 List the direct and indirect holders of significant ownership interests in the company
at year-end, excluding Board Members:
Name or company name of the shareholder
Number of
direct
voting
rights
Number of
indirect
voting
rights
4,875
12,272,838
3.90%
0
11,502,616
3.66%
MR. ALBERTO CORTINA ALCOCER
MR. ALBERTO ALCOCER TORRA
CORPORACION FINANCIERA ALBA, S.A.
% of total
voting
rights
0
51,305,942
16.30%
39,397,625
0
12.52%
0
17,741,012
5.64%
17,643,657
0
5.61%
Held through: Name or company name
of the direct shareholder
Number of
voting rights
INVERSIONES VESAN, S.A.
SAYGLO HOLDING, S.L.
IBEROSTAR HOTELES Y APARTAMENTOS, S.L.
Name or company name of the indirect
shareholder
PERCACER, S.A.
6,063,705
IMVERNELIN PATRIMONIO, S.L.
5,064,693
CORPORACION FINANCIERA ALCOR,
S.L.
CINAINVEST HOLDING, S.A.
466,440
678,000
COMERCIO Y FINANZAS, S.A.
5,971,482
IMVERNELIN PATRIMONIO, S.L.
5,064,694
CORPORACION FINANCIERA ALCOR,
S.L.
ALBA PARTICIPACIONES, S.A.
GLOYSA TRUST, B.V.
IBEROSTAR HOTELES Y
APARTAMENTOS, S.L.
466,440
51,305,942
97,355
17,643,657
Indicate the most significant changes in the shareholding structure occurring the year:
2
Name or company name of the shareholder
SOUTHEASTERN ASSET MANAGEMENT, INC
Transaction
date
Description of the
transaction
21/10/2013
Ownership interest has fallen
below 5% of Share Capital
A.3 Complete the following tables on the members of the company’s Board of Directors
who hold voting rights through company shares:
Name or company name of the Board Member
Number of
Number of
% of total
direct voting indirect voting voting rights
rights
rights
MR. JOSÉ LUIS DEL VALLE PÉREZ
278,902
0
0.09%
MR. JULIO SACRISTÁN FIDALGO
4,925
0
0.00%
MR. JOSÉ ÁLVARO CUERVO GARCÍA
0
44,333
0.01%
MR. JOSÉ MARÍA LOIZAGA VIGURI
128,313
0
0.04%
MR. PEDRO JOSÉ LÓPEZ JIMÉNEZ
0
954,000
0.30%
Mr. JAVIER ECHENIQUE LANDIRIBAR
28,674
0
0.01%
MR. ANTONIO GARCÍA FERRER
100,572
0
0.03%
MR. AGUSTÍN BATUECAS TORREGO
952,000
1,500,000
0.78%
MR. JAVIER MONZÓN DE CÁCERES
4,750
0
0.00%
MR. FLORENTINO PÉREZ RODRÍGUEZ
0
39,397,625
12.67%
MR. MIGUEL ROCA JUNYENT
40
0
0.00%
MR. JUAN DAVID GRIMÁ TERRÉ
0
0
0.00%
MR. PABLO VALLBONA VADELL
13,737
0
0.00%
MS. SABINA FLUXÀ THIENEMANN
0
0
0.00%
MR. MANUEL DELGADO SOLÍS
0
0
0.00%
MR. JUAN MARCH DE LA LASTRA
100
0
0.00%
MR. SANTOS MARTÍNEZ-CONDE GUTIÉRREZ-BARQUÍN
8,663
0
0.00%
Name or company name of the indirect
shareholder
Held through: Name or company name of
Number of
the direct shareholder
voting rights
SOCIEDAD DE ESTUDIOS DE
44,333
ESTRATEGIA EMPRESARIAL, S.A.
LYNX CAPITAL, S.A.
309,357
FIDALSER, S.L.
644,643
INVERSIONES BATUECAS TORREGO, S.L.
1,400,000
INVERSIONES CEDA, S.L.
100,000
MR. FLORENTINO PÉREZ RODRÍGUEZ INVERSIONES VESAN, S.A.
39,397,625
% of total voting rights held by the Board of Board Members
13.79%
Complete the following table on the members of the company’s Board of Directors who
hold rights over shares in the company:
Name or company name of the Board Member Number of Number of
direct voting indirect
rights
voting
rights
351,160
0
936,430
0
Equivalent
number of
shares
% of total
voting
rights
0.11%
0.30%
A.4 Indicate, as applicable, any relationships of a family, commercial, contractual or
corporate nature existing between the holders of significant ownership interests, insofar
3
as they are known to the company, unless they have scant relevance or arise from the
ordinary course of business:
A.5 Indicate, as applicable, any relationships of a commercial, contractual or corporate
nature existing between the holders of significant ownership interests and the company
and/or the group, unless they have scant relevance or arise from the ordinary course of
business:
A.6 Indicate whether any shareholders’ side agreements affecting the company have
been executed between shareholders pursuant to Articles 530 and 531 of the Spanish
Companies Law. If so, provide a brief description and list the shareholders that are
party to the agreement:
Yes  No 
Indicate whether the company is aware of any concerted actions between its
shareholders. If so, provide a brief description:
Yes  No 
Expressly indicate any amendment to or termination of such agreements or concerted
actions during the year:
A.7 Indicate if there is any individual or legal entity that exercises or could exercise
control over the Company under Article 4 of the Securities Market Law. If so, identify
them:
Yes  No 
Comments
A.8 Complete the following tables on the company’s treasury shares:
At year-end:
Number of direct shares
2,766,973
Number of indirect shares (*)
0
% of total share capital
0.88%
(*) Through:
In accordance with the provisions set forth in Royal Decree 1362/2007, detail any
significant changes during the financial years:
Notification date
01/02/2013
Total direct shares
acquired
3,212,622
Total indirect shares
acquired
0
% of total share capital
26/03/2013
3,552,663
0
1.13%
05/07/2013
3,222,724
0
1.03%
05/09/2013
3,336,645
0
1.03%
26/09/2013
238,420
0
0.07%
1.03%
4
A.9 Give details of the conditions and time periods governing any resolutions of the
General Shareholders’ Meeting authorising the Board of Directors to issue, acquire or
transfer treasury shares.
The following resolution was adopted at the Ordinary General Shareholders’ Meeting held on
10 May 2013:
In rendering the authorisation granted through the resolutions of the Company’s General
Shareholders’ Meeting held on 30 May 2012 null and void and in accordance with the
provisions of Articles 146 et seq. and 509 of the Spanish Companies Law, the Board of
Directors of the Company and those of its subsidiaries are authorised, during a period of one
year from the date of this meeting, which shall be automatically extended for periods of equal
duration up to a maximum of five years, unless stipulated otherwise by the shareholders at
the General Meeting, and in accordance with the conditions and requirements envisaged in
the legal provisions in force at the time, to acquire, at any given time and as many times as
deemed advisable and through any of the means admitted by law, with a charge to profit for
the year and/or unrestricted reserves, shares of the Company, the nominal value of which
when added to those already owned by the Company or by its subsidiaries does not exceed
10% of the share capital issued or, where applicable, the maximum amount authorised by
the legislation applicable at any given time. The minimum price and the maximum price,
respectively, will be the nominal value and the weighted average price relating to the last
trading day prior to the transactions increased by 20%.
The Board of Directors of the Company and those of its subsidiaries are also authorised,
within the period and in accordance with the conditions established above to the extent that it
is possible, to acquire shares of the Company through loans, for a consideration or
otherwise, on an arm’s-length basis, taking into account market conditions and the
characteristics of the transaction.
Express authorisation is given for the treasury shares acquired by the Company or its
subsidiaries to be earmarked, in full or in part: (i) for sale or retirement, (ii) for delivery to
workers, employees or Board Members of the Company or its Group, when there is a right
recognised either directly through or as a result of exercising the options they hold, for the
purposes envisaged in the last paragraph of Article 146.1.a) of the Spanish Companies Law,
and (iii) for reinvestment plans for dividends or similar instruments.
In order to retire treasury shares and granting the execution of this task to the Board of
Directors in accordance with that indicated below, the Board resolved to reduce share
capital, with a charge to profit or unrestricted reserves, for an amount equal to the total
nominal value of the treasury shares which the Company directly or indirectly holds at the
date of adoption of this resolution by the Board of Directors.
In accordance with Article 7 of the Company By-laws, the Board of Directors is empowered
(with express powers of substitution) to execute this resolution to reduce share capital, which
may be carried out once or several times within the maximum period of five years from the
date of this resolution, performing such formalities, taking such steps and providing such
authorisations as might be necessary or required by the Spanish Companies Law and other
applicable provisions. In particular, the Board of Directors is authorised to, by the deadline
and with the aforementioned limits, (i) set the date or dates for the specific share capital
reduction or reductions, taking into account market conditions, the share price, the
Company’s economic-financial position, its cash, reserves, business performance and any
other matter that is reasonable to consider; (ii) specify the amount of each share capital
reduction; (iii) use of the amount of the reduction, either to restricted reserves or to
unrestricted reserves, providing such guarantees as might be required and complying with
the related legal requirements; (iv) amend Article 6 of the Company By-laws to the new
share capital figure; (v) apply for the delisting of the retired shares; and, in general, adopt
any resolutions as might be necessary to ensure the full effectiveness of the retirement of
5
these shares and the concomitant capital reduction, designating the persons empowered to
implement these resolutions.
The execution of these share capital reduction shall be subordinate to the execution of the
capital reduction through the retirement of treasury shares proposed to the shareholders at
the Ordinary General Shareholders’ Meeting under item 7 on the Agenda, such that under no
circumstances may the execution of this resolution be prevented in accordance therewith.
A.10 Indicate, as applicable, any restrictions on the transfer of securities and/or any
restrictions on voting rights. In particular, indicate the existence of any type of
restrictions which may make it difficult to takeover the company via the market
acquisition of its shares.
Yes  No 
A.11 Indicate whether the shareholders at the General Meeting have resolved to take
measures to neutralise a takeover bid pursuant to Law 6/2007.
Yes  No 
If so, explain the measures adopted and the situations in which the restrictions would
be inoperative:
A.12 Indicate whether the company has issued shares that are not traded in a
regulated market in the European Community.
Yes  No 
Where appropriate, indicate the different classes of shares and, for each class of
shares, the rights and obligations they confer.
B GENERAL SHAREHOLDERS’ MEETING
B.1 Indicate and, if applicable, describe the differences between the minimum required
under the Spanish Companies Law (LSC) and the quorum required for holding the
General Shareholders’ Meeting.
Yes  No 
B.2 Indicate and, if applicable, describe any differences between the rules established
in the Spanish Companies Law (LSC) for adopting resolutions and the company’s
rules.
Yes  No 
Describe the differences with respect to the rules established in the LSC.
B.3 Indicate the rules applying to amending the Company’s By-laws. In particular,
indicate the majorities anticipated for modifying the by-laws, as well as, where
appropriate, the rules anticipated for protecting partners’ rights on modifying the bylaws.
6
GENERAL SHAREHOLDERS’ MEETING RULES
Article 3. Ordinary General Shareholders’ Meeting
Point 8. A separate vote shall be taken on each item of the Agenda. Additionally, a separate
vote shall be taken on the appointments or ratifications of Board Members, which shall be
voted on individually, and on proposed amendments to the Company By-laws, which shall be
voted on Article by Article or by substantially independent groups of Articles.
B.4 Indicate the data on attendance at the General Meetings held in the year to which
this report refers and in the previous year:
Date of the
% attending in
General Meeting
person
10/05/2013
20.19%
31/05/2012
20.05%
Attendance information
% by proxy
% remote voting
Electronic voting
Other
55.06%
0.00%
0.00%
51.40%
0.00%
0.00%
Total
75.25%
71.45%
B.5 Indicate whether the by-laws contain any restrictions with respect to a minimum
number of shares required to attend General Meetings.
Yes  No 
Number of shares required to attend General Meetings
100
B.6 Indicate whether it has been resolved that certain decisions which entail a
structural modification to the company (subsidiarisation, purchase/sale of operating
assets, operations equivalent to liquidating the company, etc.) need to be submitted for
the approval of the General Shareholders’ Meeting, even if Company Law does not
expressly demand it.
Yes  No 
B.7 Indicate the address and mode of access to the company’s website to information
on corporate governance and other information on the General Meetings that need to
be made available to the shareholders through the Company's website.
The address is http://www.grupoacs.com/index.php/es/c/gobiernocorporativo
Once in the ACS Group’s website, a page appears with several tabs on the edge, one of
which is “CORPORATE GOVERNANCE”; if you click on this tab, the following sub-sections
appear: Company By-laws, Rules of the General Meeting, Annual Corporate Governance
Report, Board of Directors, Shareholders’ Agreements and Rules of Conduct for Securities
Markets; each sub-section contains pertinent information. If you click on “Annual Corporate
Governance Report” and following a brief introduction, there is a specific instruction to click
on it and download the annual reports since 2003 in PDF format.
7
C STRUCTURE OF THE COMPANY ADMINISTRATION
C.1 Board of Directors
C.1.1 Maximum and minimum number of Board Members provided for in the Company
By-laws:
Maximum number of Board Members
21
Minimum number of Board Members
11
C.1.2 Complete the following table with the Board Members:
Name or company name of RepresentaPosition on the
the Board Member
tive
Board
CHAIRMAN AND
MR. FLORENTINO PÉREZ CEO
RODRÍGUEZ
MR. ANTONIO GARCÍA
FERRER
MR. PABLO VALLBONA
VADELL
MS. SABINA FLUXÀ
THIENEMANN
MR. MANUEL DELGADO
SOLÍS
MR. JUAN MARCH DE LA
LASTRA
MR. SANTOS MARTÍNEZCONDE GUTIÉRREZBARQUÍN
MR. AGUSTÍN BATUECAS
TORREGO
MR. JAVIER MONZÓN DE
CÁCERES
MR. MIGUEL ROCA
JUNYENT
MR. JUAN DAVID GRIMÁ
TERRÉ
Date of first Date of last
Appointment
appointment appointment
procedure
28/06/1989 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
EXECUTIVE DEPUTY 14/10/2003 03/12/2008 GENERAL
CHAIRMAN
SHAREHOLDERS’
MEETING
RESOLUTION
DEPUTY CHAIRMAN 05/09/1997 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
25/05/2009 25/05/2009 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
20/05/2004 25/05/2009 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
30/07/2008 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
19/06/2002 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
29/06/1999 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
20/05/2004 25/05/2009 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
14/10/2003 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
BOARD MEMBER
14/10/2003 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
8
Name or company name of RepresentaPosition on the
the Board Member
tive
Board
BOARD MEMBER
MR. JULIO SACRISTÁN
FIDALGO
BOARD MEMBER
BOARD MEMBER
BOARD MEMBER
ECHENIQUE BOARD MEMBER
MR. JOSÉ ÁLVARO
CUERVO GARCÍA
MR. PEDRO JOSÉ LÓPEZ
JIMÉNEZ
Mr. JAVIER
LANDIRIBAR
BOARD MEMBER SECRETARY
Date of first Date of last
Appointment
appointment appointment
procedure
24/06/1998 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
05/09/1997 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
28/06/1989 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
28/06/1989 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
20/05/2004 25/05/2009 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
28/06/1989 03/12/2008 GENERAL
SHAREHOLDERS’
MEETING
RESOLUTION
17
Total number of Board Members
Indicate removals from the Board of Directors which occurred during the reporting
period:
C.1.3 Complete the following tables on the Board Members and their positions:
EXECUTIVE DIRECTORS
Name or company name of the
Board Member
MR. FLORENTINO PÉREZ
RODRÍGUEZ
MR. ANTONIO GARCÍA
FERRER
TORREGO
MR. JOSÉ LUIS DEL VALLE
PÉREZ
Committee which notified the
appointment
APPOINTMENTS AND
REMUNERATION COMMITTEE
APPOINTMENTS AND
APPOINTMENTS AND
APPOINTMENTS AND
Position per company
organisation chart
CHAIRMAN AND CEO
EXECUTIVE DEPUTY
CHAIRMAN
BOARD MEMBER
SECRETARY -BOARD
MEMBER
Total number of Executive Board Members
% over total Board
4
23.53%
9
EXTERNAL PROPRIETARY BOARD MEMBERS
Name or company name of the
Board Member
Committee which notified the
appointment
MR. PABLO VALLBONA VADELL APPOINTMENTS AND
Mr. JAVIER ECHENIQUE
APPOINTMENTS AND
LANDIRIBAR
MR. JAVIER MONZÓN DE
APPOINTMENTS AND
CÁCERES
MR. JUAN MARCH DE LA
APPOINTMENTS AND
LASTRA
MR. JULIO SACRISTÁN
APPOINTMENTS AND
FIDALGO
MR. MANUEL DELGADO SOLÍS APPOINTMENTS AND
MS. SABINA FLUXÀ
APPOINTMENTS AND
THIENEMANN
MR. SANTOS MARTÍNEZAPPOINTMENTS AND
CONDE GUTIÉRREZ-BARQUÍN
Name or company name of
significant shareholder
represented or proposing
appointment
CORPORACION FINANCIERA
ALBA, S.A.
ALCOR, S.L.
ALCOR, S.L.
ALBA, S.A.
ALCOR, S.L.
ALBA, S.A.
Total number of Proprietary Board Members
% over total Board
8
47.06%
EXTERNAL INDEPENDENT BOARD MEMBERS
Name or company name of the Board Member:
Profile:
Born in 1942 in Carreña (Asturias).
Professor of Business Economy at the Universidad Complutense de Madrid. Director of the
Centro Universitario de Estudios Financieros (CUNEF - University Centre). Winner of the
Rey Jaime I Prize in Economics (1992), the Castile and León “Infanta Cristina” Prize in
Economics (1999) and has Honoris Causa Doctorates from the Universities of Oviedo, León,
Castilla - La Mancha, Las Palmas de Gran Canaria, Salamanca and Rey Juan Carlos.
He has worked as a professor at the Universities of Valladolid, Oviedo and CIDE (Mexico),
and was a visiting professor at Saloman Center (Stern School of Business) of the University
of New York and at the lnstitute of Management,
lnnovation and Organization of the University of California, Berkeley.
Vice-dean of the Schools of Economic and Business Sciences at the Complutense de
Madrid and Oviedo Universities, and Dean of the latter. His lines of research focus on three
areas: economy and business management, finance and the financial system and
privatisation and public companies.
He is currently a member of the Board of Directors of Bolsas y Mercados Espanoles (BME)
and SONAE SGPS, S.A. (Portugal) and a member of the Spanish Government’s
Privatisation Advisory Council.
10
Profile:
Born in Bilbao (1936). He began his career in Banco Vizcaya and has held various executive
positions. In 1968, he was General Manager of Zardoya and played a role in 1972 in the
merger with Schneider Otis. Up to 1980, he was the head of Otis Elevator for Southern
Europe. In 1980 he founded Banco Hispano Industrial (Grupo BHA) and in 1982 he was
appointed Deputy Chairman and CEO of Banco Union which merged with Banco Urquijo
where he held a position until 1985.
In 1985 he founded Mercapital, S.A. and was Chairman of this group until 2008.
He has held positions including, inter alia, Chairman of Bodegas Barón de Ley and Bodegas
Lan, as well as being a Board Member of Banque Privee Edmond de Rothschild, Suez
lnternational, Otis lnternational, Amorim lnvestment, Lácteas G Baquero and Union Fenosa,
Mecalux, etc.
He is currently chairman of Cartera Industrial Rea, and Deputy Chairman of Zardoya Otis, as
well as a Board Member of Otis Elevadores Portugal. He is Commandeur de I’Ordre de
Leopold.
Profile:
Born in 1940 in Cauderan (France).
Degree in Law from Universitat de Barcelona.
Secretary of the Board of Directors of Accesos de Madrid, Concesionaria Espanola, since
January 2000. Secretary of the Board of Directors of Abertis Infraestructuras S.A. Member of
the Board of Directors of Endesa S.A. Partner - Chairman of Despacho Roca Junyent.
MR. JUAN DAVID GRIMÁ TERRÉ
Profile:
Born in 1953 in Sabadell (Barcelona). He has a PhD in Economics and Business; and has
studied at the Universidad Autonoma de Barcelona, Baylor University and Harvard Business
School. He joined McKinsey & Company in 1982, where he was a partner.
From 1992 to 2010 he was the general manager of Banco Santander. In January 2002 he
was appointed Deputy Chairman and CEO of the Auna Group, a position he held in addition
to his responsibilities at the Bank up to November 2005.
Member of the Board of Directors of Viking Consortium Holdings Limited (UK).
Total number of Independent Board Members
Total % of the Board
4
23.53%
Indicate whether any Board Member qualifying as independent receives any sum or
benefit, other than remuneration as a Board Member, from the company or its group, or
maintains or maintained, during the last financial year, a business relationship with the
company or any company in its group, whether in his or her own name or as a
significant shareholder, Board Member or senior executive of an organisation which
maintains or maintained such a relationship.
11
There is a housing construction contract between Dragados, S.A. and the Board Member
Joan David Grimà Terré, signed in 2013 for EUR 2,534 thousand, of which EUR 257
thousand were billed in 2013.
Where appropriate, include a justified statement of the Board of Directors on the
reasons why it is considered that this Board Member can perform his or her functions
as an Independent Board Member.
OTHER EXTERNAL BOARD MEMBERS
Name or company name of the Board Member
Committee which notified or proposed the
appointment
APPOINTMENTS AND REMUNERATION
COMMITTEE
Total number of other External Board Members
1
Total % of the Board
5.88%
Indicated the reasons why they cannot be considered proprietary or independent and
their relations, either to the company, its management or its shareholders:
Company, executive or shareholder with whom there is a relation:
ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
Reasons:
At 31 December 2013, the period of five years for an old Executive Board Member to be able
to be considered as an Independent Board Member. This became the case on 4 March
2014, at which time five years had passed Mr. Pedro López Jiménez ceased to be Chairman
of what was Unión Fenosa S.A. at that time.
Indicate any changes in the type of each Board Member during the period:
C.1.4 Complete the following table with information relating to the number of women
Board Members during the last 4 financial years, as well as the nature of those Board
Members:
Executive
Proprietary
Independent
Other External
Total:
Number of women Board Members
Year
Year
Year
Year
2013
2012
2011
2010
0
0
0
1
1
1
0
0
0
0
0
0
1
1
1
0
1
0
0
1
% of total Board Members of each type
Year
Year
Year
Year
2013
2012
2011
2010
0.00%
0.00%
0.00%
0.00%
12.50%
12.50%
11.11%
11.11%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
5.88%
5.88%
5.56%
5.56%
12
C.1.5 Explain the measures taken, where appropriate, to attempt to include on the
Board of Directors a number of women to enable a balanced presence of women and
men to be achieved.
Explanation of the measures
The ACS Group promotes all those policies necessary to ensure equality of opportunities
and to avoid implicit biases and any discrimination in selection processes not just of
members of the Board of Directors, but rather any job post and to guarantee that the
candidates meet the requirements in terms of competence, knowledge and experience to
carry out the work, as explained in point 1.3.1 of ACS’ Code of Conduct.
The number of women Board Members represents 5.88% of the total number of members of
the Board of Directors. Although this is less than half, it must be borne in mind that the only
vacancy occurring on the Board in recent years was filled by a woman.
C.1.6 Explain the measures, where appropriate, the Nominations Committee has
decided to ensure that the selection processes do not suffer from implicit biases that
hinder the selection of women Board Members and that the company deliberately
seeks and includes women who meet the professional profile sought among the
potential candidates:
Explanation of the measures
The Appointments and Remuneration Committee, in accordance with that laid down in the
Rules of the Board of Directors and the Group’s Code of Conduct, promotes the inclusion of
women among potential candidates, ensuring that they have the appropriate professional
profile and the objective criteria of merit and capacity.
When, in spite of the measures which have been adopted, where applicable, the
number of women Board Members is few or zero, explain the reasons justifying this:
Explanation of the reasons
The Group has a policy on renewals on the Board of Directors which approximates to the
criteria put forward by the Unified Code, coordinating the principles of representative nature
with those of equality and independence.
For this reason, the vacancies which have opened in the last 5 years have been used to
reduce the number of male Board Members and to include women Board Members,
meaning that the only inclusion has been a woman.
C.1.7 Explain the form of representation on the Board of shareholders with significant
holdings.
The External Proprietary Board Members Mr. Pablo Vallbona Vadell, Mr. Juan March de la
Lastra and Mr. Santos Martínez-Conde Gutierrez-Barquín, representing Corporación
Financiera Alba, S.A.
The External Proprietary Board Members Mr. Javier Echenique Landiribar, Mr. Javier
Monzón de Cáceres and Mr. Manuel Delgado Solis, representing Corporación Financiera
Alcor, S.A.
The Executive Director Mr. Florentino Pérez and the External Proprietary Board Member Mr.
Julio Sacristán Fidalgo, representing Inversiones Vesan, S.A.
The External Proprietary Board Members Ms. Sabina Fluxà Thienemann, representing
Sayglo Holding, S.L.
13
C.1.8 If applicable, explain the reasons for appointing Proprietary Board Members at
the request of shareholders who have a holding of less than 5% of share capital.
Indicate whether any formal requests by a shareholder to have a Board Member
appointed were denied although the shareholder holds the same or a higher number of
shares than another shareholder at whose request Proprietary Board Members were
appointed. In this case, explain the grounds for denying this request:
Yes  No 
C.1.9 Indicate whether any Board Members resigned from office before the expiration
of their term of office, whether and in what manner the Board Member explained the
reasons for resignation to the Board and, in the event that resignation was tendered in
writing to the Board in full, detail below the reasons given by the Board Member:
C.1.10 Indicate what powers, if any, have been delegated to the Chief Executive
Officer(s):
Brief description:
ALL POWERS CORRESPONDING TO THE BOARD EXCEPT THOSE THAT CANNOT BE
TRANSFERRED.
C.1.11 Identify, if applicable, the Board Members who hold office as Board Members or
executives at other companies forming part of the listed company’s group:
Name or company name of the Board Company name of the group entity
Member
DRAGADOS, S.A.
ACS SERVICIOS,
COMUNICACIONES Y ENERGÍA S.L.
ACS SERVICIOS Y CONCESIONES,
S.L.
INTERCAMBIADOR DE
TORREGO
TRANSPORTES AVENIDA DE
AMÉRICA, S.A.
CONTINENTAL RAIL, S.A.
TORREGO
CONSTRURAIL, S.A.
TORREGO
INTERCAMBIADOR DE
TORREGO
TRANSPORTES PRÍNCIPE PÍO, S.A.
INTERCAMBIADOR DE
TORREGO
TRANSPORTES PLAZA DE
CASTILLA, S.A.
MR. JAVIER MONZÓN DE CÁCERES ACS SERVICIOS Y CONCESIONES,
S.L.
DRAGADOS, S.A.
MR. PEDRO JOSÉ LÓPEZ JIMÉNEZ HOCHTIEF AG
DRAGADOS, S.A.
Position
BOARD MEMBER
BOARD MEMBER
BOARD MEMBER
CHAIRMAN
INDIVIDUAL
REPRESENTATIVE
BOARD MEMBER
INDIVIDUAL
REPRESENTATIVE
INDIVIDUAL
REPRESENTATIVE
BOARD MEMBER
BOARD MEMBER
MEMBER OF THE
SUPERVISORY BOARD
DEPUTY CHAIRMAN
14
Member
MR. PEDRO JOSÉ LÓPEZ JIMÉNEZ ACS SERVICIOS,
MR. PEDRO JOSÉ LÓPEZ JIMÉNEZ ACS SERVICIOS Y CONCESIONES,
S.L.
MR. PEDRO JOSÉ LÓPEZ JIMÉNEZ LEIGHTON HOLDINGS LTD
HOCHTIEF AG
MR. JAVIER ECHENIQUE
LANDIRIBAR
DRAGADOS, S.A.
CLECE, S.A.
ACS SERVICIOS,
ACS SERVICIOS Y CONCESIONES,
S.L.
COBRA GESTIÓN DE
INFRAESTRUCTURAS, S.L.
ACS SERVICIOS,
Position
DEPUTY CHAIRMAN
DEPUTY CHAIRMAN
ACTING BOARD MEMBER
MEMBER OF THE
SUPERVISORY BOARD
BOARD MEMBER/SECRETARY
CHAIRMAN
BOARD MEMBER
C.1.12 List, if applicable, any Board Members of the company who are members of the
Boards of Directors of other non-group companies that are listed on official securities
markets in Spain, as disclosed to the company:
Member
MR. JOSÉ ÁLVARO CUERVO
BOLSAS Y MERCADOS
GARCÍA
ESPAÑOLES. SDAD HOLDING DE
MDOS Y STMAS FIN., S.A.
ZARDOYA OTIS, S.A.
CARTERA INDUSTRIAL REA, S.A.
BANCO SABADELL, S.A.
LANDIRIBAR
GRUPO EMPRESARIAL ENCE, S.A.
LANDIRIBAR
REPSOL YPF, S.A.
LANDIRIBAR
MR. JAVIER MONZÓN DE CÁCERES INDRA SISTEMAS, S.A.
ENDESA, S.A.
CORPORACIÓN FINANCIERA ALBA,
S.A.
INDRA SISTEMAS, S.A.
MR. SANTOS MARTÍNEZ-CONDE
CORPORACIÓN FINANCIERA ALBA,
GUTIÉRREZ-BARQUÍN
S.A.
ACERINOX, S.A.
GUTIÉRREZ-BARQUÍN
INDRA SISTEMAS, S.A.
GUTIÉRREZ-BARQUÍN
ENDESA, S.A.
Position
BOARD MEMBER
DEPUTY CHAIRMAN
CHAIRMAN
DEPUTY CHAIRMAN
BOARD MEMBER
BOARD MEMBER
CHAIRMAN
BOARD MEMBER
DEPUTY CHAIRMAN
BOARD MEMBER
CEO
BOARD MEMBER
BOARD MEMBER
BOARD MEMBER
C.1.13 Indicate, and if applicable, explain whether the Company has established any
rules about the number of Boards on which its Board Members may sit:
Yes  No 
15
Explanation of the rules
Article 14 of the Rules of the Board of Directors provides that Board Members cannot, either
directly or indirectly, hold positions in companies or firms that are competitors of the
Company or of any of the Group companies or provide representation services on behalf of
the same. Additionally, the Rules of the Board of Directors, as currently worded, limits the
number of Groups which a Board Member of the Company can form part of to five, except in
the case of express authorisation on a reasonable basis.
C.1.14 Indicate the Company’s general policies and strategies the Board in plenary
session has reserved the right to approve:
Yes No
Investment and financing policy
X Definition of the structure of the corporate group
X Corporate governance policy
X Corporate social responsibility policy
X Strategic or business plan and the annual management and budget targets
X Remuneration and evaluation of Senior Executives
X Risk control and management policy, and the periodic monitoring of internal information X and control systems
Policy on dividends and on treasury shares, and the limits to apply
X C.1.15 Indicate the overall remuneration for the Board of Directors:
Remuneration for the Board of Directors (thousands of euros)
Amount of overall remuneration corresponding to rights accumulated by the
Board Members as regards pensions (thousands of euros)
Overall remuneration for the Board of Directors (thousands of euros)
10,793
2,070
12,863
C.1.16 Identify the Senior Executives who are not Executive Board Members and
indicate the total remuneration paid to them during the year:
Name or company name
Position
MR. ALFONSO AGUIRRE DÍAZ-GUARDAMINO
Head of the Legal Department of ACS Servicios
Comunicaciones y Energía, S. L.
MR. JOSÉ ZORNOZA SOTO
Finance Manager of ACS, Actividades de Construcción
y Servicios, S.A.
MR. GONZALO GÓMEZ-ZAMALLOA BARAIBAR CEO of Vias y Construcciones, S.A.
MR. GUSTAVO TUNELL AYUSO
Manager of Poland at Dragados, S.A.
MR. FRANCISCO JAVIER LÓPEZ SANCHEZ
Manager of Building at Dragados, S.A.
MR. RAÚL LLAMAZARES DE LA PUENTE
CEO of Intecsa and Makiber
MR. JOSÉ MARÍA CASTILLO LACABEX
General Manager of Imesapi, S.A.
MR. ÁNGEL GUERRA ZALABARDO
General Manager of Sice, Tecnología de Sistemas,
S.A.
MR. JOSÉ LUÍS LOPEZ MOLINILLO
Manager of ACS, Actividades de Construcción y
Servicios, S.A.
MR. EUGENIO LLORENTE GÓMEZ
Chairman and CEO of the Industrial Services Area
MR. JOSE IGNACIO LEGORBURU ESCOBAR
European Assistant Manager of Dragados, S.A.
MR. JOSE MARIA AGUIRRE FERNANDEZ
General Manager of Tecsa, Empresa Constructora,
S.A.
MR. RICARDO MARTIN DE BUSTAMANTE
European Manager of Dragados, S.A.
VEGA
16
Name or company name
MR. JESUS GARCÍA ARIAS
MR. CRISTOBAL GÓNZALEZ WIEDMAIER
MR. EUSEBIO ARNEDO FERNÁNDEZ
MS. MARTA FERNÁNDEZ VERDES
MR. MANUEL ALVAREZ MUÑOZ
MR. CARLOS ABILIO PÉREZ
MR. RICARDO CUESTA CASTIÑEYRA
MR. JOSE REIS COSTA
MR. ÁNGEL MANUEL GARCÍA ALTOZANO
MR. MANUEL ANDRÉS MARTÍNEZ
MR. ADOLFO VALDERAS MARTÍNEZ
MR. JOSÉ LUIS CELORRIO GARCÍA
MR. JOSE ALFONSO NEBRERA GARCÍA
MR. JOSÉ ANTONIO FERNÁNDEZ GARCÍA
MS. CRISTINA ALDAMIZ-ECHEVARRÍA
GÓNZALEZ DE DURANA
MR. SALVADOR MYRO CUENCO
MR. RICARDO FRANCO BARBERA
MR. FRANCISCO JAVIER GÓMEZ GARCÍA
MR. JOSE MARÍA LÓPEZ PIÑOL
MR. PEDRO ASCORBE TRIAN
MR. ALEJANDRO CANGA BOTTEGHEIZ
MR. BERNARDO DE LA FUENTE ELVIRA
MR. ALEJANDRO MATA ARBIDE
MR. CARLOS GEREZ PASCUAL
MR. LUIS NOGUEIRA MIGUELSANZ
MR. JUAN MATA ARBIDE
MR. EPIFANIO LOZANO PUEYO
MR. ROMÁN GARRIDO SÁNCHEZ
MR. RAMON JIMÉNEZ SERRANO
MR. JOSÉ ANTONIO PÉREZ PÉREZ
MR. ANDRÉS SANZ CARRO
MR. JUAN JOSÉ FANJUL PASTRANA
MR. IGNACIO SEGURA SURIÑACH
Mr. ENRIQUE PÉREZ RODRIGUEZ
MR. DIEGO MIGUEL ZUMAQUERO GARCÍA
MR. ELOY DOMÍNGUEZ-ADAME BOZZANO
MR. FRANCISCO REINOSO TORRES
MR. SANTIAGO GARCÍA SALVADOR
MR. JUAN SANTAMARÍA CASAS
Position
General Manager of Sociedad Española de Montajes
Industriales, S.A. (SEMI)
Finance Manager of ACS Servicios Comunicaciones y
Energía, S.L.
Head of Human Resources of Dragados, S.A.
Finance Director of Dragados, S.A.
Production Manager of Vias y Construcciones, S.A.
General Manager of Municipal Waste Treatment,
Urbaser, S.A.
Head of the Legal Department of Dragados, S.A.
Chairman of Procme LTD
Corporate General Manager of ACS, Actividades de
Construcción y Servicios, S.A.
General Manager of Urban Services at Urbaser, S.A.
General Manager of Iridium, Concesiones de
Infraestructuras, S.A.
General Manager of Maessa Telecomunicaciones,
S.A. (Maetel)
General Manager of ACS Servicios Comunicaciones y
Energía, S.L.
General Manager of the ETRA GROUP
Director of Investments and Management Control of
ACS, Actividades de Construcción y Servicios, S.A.
Development Manager of lridium, Concesiones de
Eastern US Manager of Dragados, S.A.
General Manager of lnitec Energía, S.A.
Chairman of Urbaser, S.A.
General Manager of Dragados Off Shore, S.A.
Western US Manager of Dragados, S.A.
General Manager of Control y Montajes Industriales,
S.A.
Administration Manager of ACS, Actividades de
Construcción y Servicios, S.A.
Director of Machinery of Dragados, S.A.
General Secretary of the Construction, Concessions
and Environment Areas
General Manager of Geotecnia y Cimientos, S.A.
(Geocisa)
Corporate General Manager of ACS, Servicios
Comunicaciones y Energía, S. L.
North American Manager of Dragados, S.A.
General Manager of Integrated Projects, Cobra
Gestión de Infraestructuras, S.A.
General Manager of Mantenimientos y Ayuda a la
Explotación, S.A. (Maessa)
Secretary General of Sociedad Española de Montajes
Industriales, S.A. (SEMI)
General Manager of Cobra Instalaciones y Servicios,
S.A.
CEO of Dragados, S.A.
CEO of Cogesa, S.A.
Director, Spain, of Dragados, S.A.
Director of Affiliates of Dragados, S.A.
Director de Administration and Finances, ACS
Servicios y Concesiones, S.L.
Operations Manager of lridium, Concesiones de
Sole Administrator, Iridium, Concesiones de
Total Senior Executive remuneration (thousand euros)
24,638
17
C.1.17 Where applicable, indicate the identity of any Board Members that are, at the
same time, Board Members or executives at companies that hold significant
shareholdings in the listed company and/or entities in the group:
Name or company name of the Board
Company name of the significant
Member
shareholder
MR. FLORENTINO PÉREZ RODRÍGUEZ INVERSIONES VESAN, S.A.
MS. SABINA FLUXÀ THIENEMANN
GUTIÉRREZ-BARQUÍN
IBEROSTAR HOTELES Y
APARTAMENTOS, S.L.
CORPORACION FINANCIERA ALBA,
S.A.
CORPORACION FINANCIERA ALBA,
S.A.
Position
SOLE
ADMINISTRATOR
BOARD MEMBER
BOARD MEMBER
BOARD MEMBER
List, as appropriate, any material relationships, other than those envisaged under the
preceding heading, of the members of the Board of Directors with significant
shareholders and/or at group companies:
Name or company name of the related Board Member:
Name or company name of the related significant shareholder:
Description of relationship:
DEPUTY CHAIRMAN OF BANCA MARCH, S.A., MAIN SHAREHOLDER OF
CORPORACIÓN FINANCIERA ALBA
LAWYER OF PERCACER, S.L.
18
LAWYER OF INVERNELIN PATRIMONIO, S.L.
DEPUTY CHAIRMAN OF BANCA MARCH, S.A., MAIN SHAREHOLDER OF
CORPORACIÓN FINANCIERA ALBA, S.A.
BOARD MEMBER OF BANCA MARCH, S.A., MAIN SHAREHOLDER OF CORPORACIÓN
FINANCIERA ALBA, S.A.
BROTHER IN LAW OF MR. FLORENTINO PÉREZ, ADMINISTRATOR OF INVERSIONES
VESÁN, S.A.
C.1.18 Indicate whether any amendments have been made to the Rules of the Board
of Directors during the year:
Yes  No 
19
C.1.19 Indicate the procedures for selection, appointment, re-election, evaluation and
removal of Board Members. List the competent bodies, the formalities to be fulfilled and
the criteria to be used in each of the procedures.
The appointment of Board Members is regulated in the Rules of the Board of Directors:
- Composition and appointment in Article 3.
- Duties in Article 4.
- Period of appointment in Article 11.
- The Chairman in Article 17.
- The Vice Chairmen in Article 18.
- The Chief Executive Officer in Article 19.
- The Secretary in Article 20.
- The Appointments and Remuneration Committee in Article 24.
The wording of the Rules of the Board of Directors mentioned above is detailed in section H
of this report.
- Re-election of Board Members.
Board Members shall hold their positions during the six-year term for which they were
elected. They may be re-elected one or more times for terms of the same maximum
duration.
Should a vacancy exist for any reason, the Board may provisionally fill it from among the
shareholders until the next
General Shareholders’ Meeting, where a definitive appointment shall take place.
The appointment of the Board Members shall expire when the term has ended and the next
General Meeting has been held, or following the legal period within which the Meeting is to
be held to resolve on whether or not to approve the financial statements for the previous
year.
Notwithstanding the above, Proprietary Board Members must resign when the shareholder
they represent fully disposes of his or her shares by any means.
- Removal of Board Members.
The removal of Board Members is regulated in the following articles of the Rules of the
Board of Directors, which are worded as follows:
Article 3. Composition and appointments
Within the limits stipulated in Article 13 of the Company by-laws in force and notwithstanding
the powers of proposal which, under the legislation in force, may correspond to the
shareholders, the Board of Directors shall be responsible for proposing to the General
Shareholders’ Meeting the number of Board Members and individuals or legal entities to be
appointed. The appointment proposal must specify whether the Board Member is an
Executive, Proprietary, Independent or External Board Member.
Furthermore, should any vacancies arise, the Board of Directors may provisionally fill them
among the shareholders until the next General Shareholders’ Meeting where a definitive
appointment shall take place.
Article 4. Functions (...) Particularly, the Board of Directors shall have the following
responsibilities, which cannot be delegated: Accepting the resignation of Board Members.
Appointing, removing and accepting the resignation for the positions of Chairman, Deputy
Chairman and Secretary to the Board.
20
Appointing, removing and accepting the resignation of Board Members who need to be
members of the Commissions and Committees envisaged in these Rules.
Article 11. Term of appointment for Board Members
duration.
shareholders until the next General Shareholders’ Meeting, where a definitive appointment
shall take place.
year.
C.1.20 Indicate whether or not the Board of Directors has carried out an assessment of
its activity during the year:
Yes  No 
Where applicable, explain to what extent the self-assessment led to significant changes
to its internal organisation and to the procedures applicable to its activities.
Description of amendments
The self-assessment did not lead to significant changes to the internal organisation of the
Board of Directors or of its Delegated Committees.
C.1.21 Indicate the cases in which the Board Members must resign.
In accordance with Article 11 of the Rules of the Board of Directors, the Proprietary Board
Members shall resign from the Board of Directors when the shareholder they represent fully
disposes of its shares by any means.
C.1.22 State whether the function of the Chief Executive Officer of the Company rests
with the Chairman of the Board. If so, describe the measures taken to limit the risks of
power being concentrated in the hands of one person:
Yes  No 
Measures to limit risks
The Chairman of the Board, Mr. Florentino Pérez Rodríguez, is also CEO and has been
delegated all the powers of the Board, except those that cannot be delegated. Therefore, in
accordance with the Rules of the Board of Directors, the Chairman shall undertake the duties
that befit the status of the Chief Executive Officer of the Company, within the guidelines laid
down by the General Shareholders’ Meeting, the Board of Directors and the Executive
Committee. His duties are not only delimited by this scope of powers that cannot be delegated,
but also by the duties that he carries out as the Chairman of the Executive Committee.
21
Also noteworthy is that any resolution of special relevance to the Company shall be
submitted to the approval of the Board of Directors, and an absolute majority shall be
required, in which case neither the Chairman nor the corresponding Committee shall have a
casting vote.
Indicate and, if applicable, explain whether rules have been established to enable one
of the Independent Board Members to convene a Board meeting or add items to the
agenda, to coordinate and give voice to the concerns of External Board Members and
lead the Board’s evaluation of the Chairman.
Yes  No 
In accordance with the Rules of the Board of Directors, an Independent Board Member shall
have this power, and for these purposes, Mr. Miguel Roca Junyent has been appointed.
C.1.23 Are qualified majorities, other than statutory majorities, required for any type of
decision?
Yes  No 
Where applicable, describe the differences.
C.1.24 State whether there are specific requirements, other than those related to Board
Members, to be nominated as Chairman.
Yes  No 
C.1.25 Indicate if the chairman has a casting vote:
Yes  No 
C.1.26 Indicate whether the By-laws or the Rules of the Board of Directors set any age
limit for Board Members:
Yes  No 
C.1.27 Indicate if the Company By-laws or the Rules of the Board of Directors establish
a limited mandate for Independent Board Members, differing from that laid down in the
regulations:
Yes  No 
C.1.28 Indicate whether the Company By-laws or the Rules of the Board of Directors
establish specific rules for delegating votes on the Board of Directors, the form of doing
so and, in particular, the maximum number of delegations that a Board Member can
hold, as well as whether it has been made mandatory to delegate to a Board Member
of the same type. Where applicable, give a brief description of these rules.
22
Without prejudice to attendance obligations, Board Members who are unable to attend a
meeting in person may be represented and cast a vote through another Board Member. This
delegation must be in writing to the Chairman and must be in the form of a letter, telegram,
telex or fax or any other written means that acknowledges receipt by the addressee.
C.1.29 Indicate the number of meetings that the Board of Directors held during the
year. In addition, indicate the number of times the Board has met without the presence
of the Chairman, if applicable: In this calculation, Board Members who have granted
proxies without specific instructions shall be considered to present:
Number of Board meetings
7
Number of Board meetings without chairman’s attendance
0
Indicate the number of meetings held during the year by the different board
committees:
Commission
N° of Meetings
EXECUTIVE OR DELEGATED COMMITTEE
9
AUDIT COMMITTEE
6
APPOINTMENTS AND REMUNERATION COMMITTEE
2
C.1.30 Indicate the number of meetings held by the Board of Directors during the year
with all members present. In this calculation, Board Members who have granted
proxies without specific instructions shall be considered to be present:
Attendance of Board Members
7
Number of attendances as a % of the total votes during the year
92.44%
C.1.31 Indicate whether the individual and consolidated financial statements are
certified before being presented to the Board of Directors for approval:
Yes  No 
Identify, if applicable, the person(s) who certified the company’s individual and
consolidated financial statements for authorisation by the Board:
Name
MR. ÁNGEL MANUEL GARCÍA ALTOZANO
Position
CORPORATE GENERAL MANAGER
C.1.32 Explain the mechanisms, if any, established by the Board of Directors to
prevent the individual and consolidated financial statements it prepares from being
presented at the General Shareholders’ Meeting without a qualified auditors’ report.
In this respect, routine meetings are held between the accounts auditor and the Audit
Committee to analyse with sufficient notice any differences between the accounting criteria
23
of the Company and its Group and the auditors’ interpretation of the accounts. The foregoing
is in accordance with Article 20 bis of the Company By-laws. It is considered that the 2013
auditors’ reports on both ACS, Actividades de Construcción y Servicios, S.A. and the ACS
Group will be favourable.
C.1.33 Is the Secretary of the Board a Board Member?
Yes  No 
C.1.34 Explain the procedure for appointing and removing the secretary of the Board
and indicate whether the appointment and removal are subject to a report of the
Appointments Committee and are approved by the Board in plenary session.
Procedure for appointment and dismissal
Following the issuance of a report by the Appointments and Remuneration Committee, the
Board of Directors shall appoint a Secretary, who may be a non-Board Member, and who
must be a practising lawyer. In addition to the duties laid down by current legislation, the
Company By-laws and these Rules, the Secretary of the Board of Directors must also
oversee the legality of the acts issued by the company bodies of which he or she forms part,
providing the due warnings and recording them in the Minutes. The appointment of the
Secretary was not reported by the Appointments and Remuneration Committee since he was
appointed years prior to the formation of this Committee.
Yes No
Does the Appointments Committee report the appointment?
X Does the Appointments Committee report the dismissal?
X Does the Board in plenary session approve the appointment?
X Does the Board in plenary session approve the removal?
X Is the secretary of the Board particularly entrusted with ensuring compliance with good
governance recommendations?
Yes  No 
Comments
C.1.35 Indicate the mechanisms, if any, established by the company to preserve the
independence of the external auditors, of financial analysts, investment banks and of
rating agencies.
In regard to the auditor, Article 23 of the Rules of the Board of Directors provides that the
duties of the Audit Committee shall be as follows:
- Monitoring the effectiveness of the company’s internal control, internal auditing and, if
applicable, risk management systems and discussing any significant weaknesses in the
internal control system identified during the performance of the audit with the auditors or
audit firms.
- Overseeing the preparation and presentation of the regulated financial information.
24
- Proposing to the Company’s Board of Directors, for submission to the General
Shareholders’ Meeting, the appointment of auditors or audit firms in accordance with
applicable law.
- Establishing the appropriate relationships with auditors or audit firms for the purpose of
receiving information on any matter which may compromise their independence and any
other matter relating to the process of auditing the accounts, in addition to any other
communication laid down in Spanish legislation regarding auditing accounts and technical
auditing standards. In any case, auditors and audit firms shall annually furnish the committee
with written confirmation of their independence from the company or directly and indirectly
related companies, in addition to reporting any additional services of any type presented to
these companies by the aforementioned auditors or firms, or related individuals or
companies, in accordance with the provisions of current Spanish legislation.
- Annually and prior to the issuance of the auditors’ report, issuing a report expressing an
opinion on the independence of the auditors or audit firms. In any case, this report shall give
an opinion on the provision of the additional services mentioned above.
- Reviewing and reporting on the estimates made by Company management and of those
companies comprised within its Group of companies with respect to possible significant tax
and legal contingencies.
- Ascertaining the results of inspections conducted by official entities.
C.1.36 Indicate whether the company changed its external auditors during the year. If
so, identify the incoming and outgoing auditors:
Yes  No 
In the event of any disagreement with the outgoing auditors, specify the substance
thereof:
C.1.37 Indicate whether the audit firm performs other non-audit work for the company
and/or its group and, if so, state the amount of fees received for such work and the
percentage they represent of the fees billed to the company and/or its group:
Yes  No 
Amount of other non-audit work (thousands of euros)
Amount of other non-audit work/total amount billed by audit firm
(as a %)
Company
664
76.43%
Group
1,401
11.48%
Total
2,065
15.80%
C.1.38 Indicate whether the Auditors’ report on the financial statements for the previous
year had any reservations or qualifications. If so, indicate the reasons given by the
chairman of the Audit Committee to explain the content and scope of the reservations
or qualifications.
Yes  No 
C.1.39 Indicate the number of uninterrupted years that the current auditing firm has
carried out the audit of the financial statements of the Company and/or its Group. Also
indicate the percentage that the number of years audited by the current auditing firm
25
represents of the total number of years which the financial statements have been
audited:
Number of uninterrupted years
Number of years audited by current auditing firm /Number of years that the
company has been audited in %
Company Group
12
12
50.00% 50.00%
C.1.40 Indicate whether there is a procedure for Board Members to be able to receive
outside advisory services, and if so, give details:
Yes  No 
Detail of procedure
Article 15 of the Rules expressly provides that Board Members have the right to request and
obtain information and advice required to carry out their duties. This information may be
requested through the Chairman or Secretary of the Board and, under special
circumstances, may consist of external advice at the Company’s expense.
C.1.41 Indicate whether there is a procedure for the Board Members to be able to
receive the necessary information to prepare for meetings of the managing bodies
sufficiently in advance and, if so, give details:
Yes  No 
Detail of procedure
Article 15 of the Rules expressly provides that Board Members have the right to request and
obtain information and advice required to carry out their duties. This information may be
requested through the Chairman or Secretary of the Board.
C.1.42 Indicate, whether the company has established rules obliging Board Members
to report and, if applicable, resign, in situations which could harm the company’s good
name and reputation and if so, give details:
Yes  No 
Article 13 of the Board Rules expressly states that in regard to the duty of loyalty, Board
Members shall avoid conflicts of interest among themselves, or their closest relatives and the
Company. Should any conflict of interest exist and be unavoidable, it must be reported to the
Board of Directors and recorded in the minutes of the first Board meeting that takes place.
Furthermore, they must notify the Company, in the shortest possible term and in all cases
within the five following days, of the shares, stock options or derivatives referring to the
share value which may be held, directly or indirectly, either by the Board Members
themselves or their closest relatives.
Board Members must notify the Company of the most significant changes that take place in
their professional circumstances and especially those affecting the qualities taken into
26
account for appointing them as such. Furthermore, they shall notify the Company of any
legal or administrative proceedings which, on account of their importance, may seriously
affect the Company’s reputation.
The Board Members shall abstain from intervening in the deliberations and casting their vote
on those matters in which they have a particular interest, which will be expressly registered
in the Minutes.
C.1.43 Indicate whether any member of the Board of Directors has informed the
Company that legal action has been taken or that a lawsuit had been filed against him
or her for any of the crimes set forth in Article 213 of the Spanish Companies Law:
Yes  No 
Indicate whether the Board of Directors has analysed the case. If the answer is yes,
provide a reasoned explanation of the decision taken on whether or not the Board
Member should continue in his or her post or, where applicable, explain the actions
taken by the Board of Directors before the date of this report or which it plans to take.
C.1.44 Detail the significant agreements entered into by the Company that will come
into force, be modified or terminate in the event of a change in control over the
Company resulting from a takeover bid, and the effects thereof.
In the case of a change in control over the Company, the early redemption will occur of
bonds convertible to Iberdrola shares, issued by ACS Actividades Finance BV on 22 October
2013 for a face value of EUR 721,100,000.
A “change in control” will occur if one or more individuals or legal entities, acting individually or
jointly, acquire control of ACS, Actividades de Construcción y Servicios, S.A. For these
purposes, “control” means (i) the acquisition or control of over 50% of the voting rights or (ii)
the right to appoint and/or remove all or the majority of the board of directors or other
governing body, whether obtained directly or indirectly and if they obtain ownership of the
share capital, possession of the voting rights, contract or other type and “controlled” will be
interpreted in consequence. To avoid any doubt, any agreement or concerted action by two or
more existing ACS, Actividades de Construcción y Servicios, S.A. shareholders which does not
lead to a mandatory takeover bid under Spanish legislation may not be considered a change of
control except when these parties have previously launched a takeover bid, but when doing so
have acquired (combining their existing holdings) less than 50% of the voting rights.
C.1.45 Identify, in aggregated form, and indicate, in detail, the agreements between the
Company and its executive and management posts or employees who have
termination benefits, guarantee or golden parachute clauses, when they resign or are
dismissed unfairly or the contractual relationship ends due to a takeover bid or other
type of operation.
Number of beneficiaries: 6
Type of beneficiary:
Members of senior management, including Executive Board Members.
Description of agreement:
27
The contracts consider the cases stipulated under this point with maximum benefits of 5
years in remunerations.
Indicate whether these contracts have to be disclosed to and/or approved by the
bodies of the Company or of its Group:
Board of Directors
Yes
Body authorising the clauses
General Meeting
No
Yes No
Is the General Meeting informed about the clauses?
X
C.2 Committees of the Board of Directors
C.2.1 Detail all the Committees of the Board of Directors, their members and the
proportion of Proprietary and Independent Board Members on them:
Name
Position
Type
CHAIRMAN
Executive
DEPUTY CHAIRMAN
Independent
MEMBER
Executive
MR. JAVIER ECHENIQUE LANDIRIBAR
MEMBER
Proprietary
MEMBER
Proprietary
MEMBER
Proprietary
MEMBER
Other External
% Executive Board Members
28.57%
% Proprietary Board Members
42.86%
% Independent Board Members
14.29%
% Other External Members
14.29%
AUDIT COMMITTEE
Name
Position
Type
CHAIRMAN
Independent
MEMBER
Independent
MEMBER
Proprietary
MEMBER
Proprietary
MEMBER
Proprietary
0.00%
60.00%
28
40.00%
0.00%
Name
Position
Type
CHAIRMAN
Independent
MR. JAVIER ECHENIQUE LANDIRIBAR
MEMBER
Proprietary
MEMBER
Proprietary
MEMBER
Independent
MEMBER
Proprietary
0.00%
60.00%
40.00%
0.00%
C.2.2 Complete the following table with information relating to the number of women
Board Members on the Committees of the Board of Directors during the last four
financial years.
EXECUTIVE OR
DELEGATED COMMITTEE
AUDIT COMMITTEE
APPOINTMENTS AND
REMUNERATION
COMMITTEE
Number of women Board Members
2013
2012
2011
2010
Number
%
Number
%
Number
%
Number
%
0 0.00%
0 0.00%
0 0.00%
0 0.00%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
C.2.3 Indicate whether the Audit Committee is charged with the following duties:
Yes No
Supervising the preparation and integrity of the financial information of the Company
X and, if applicable, of the group, and checking compliance with legal provisions, the
accurate demarcation of the scope of consolidation and the correct application of
accounting standards.
Reviewing internal control and risk management systems on a regular basis, so that the
X main risks are properly identified, managed and disclosed.
Overseeing the independence and effectiveness of the internal audit function; proposing X the selection, appointment, reappointment and removal of the head of internal audit;
proposing the resources to be assigned to the internal audit function; receiving regular
reports back on its activities; and verifying that senior management is acting on the
conclusions and recommendations of its reports
Establishing and monitor a mechanism whereby employees can report, in a confidential
X or, if appropriate, anonymous manner, any potentially significant irregularities within the
Company, particularly of a financial and accounting nature.
Proposing to the Board the selection, appointment, re-election and replacement of the
X 29
external auditors, as well as the terms and conditions of the engagement.
Receiving regular information from the external auditor on the progress and findings of
the audit plan and checking that senior management are acting on its recommendations
Ensuring the independence of the external auditor
X X C.2.4 Describe the rules relating to the organisation and functioning of the Board
committees, as well as the responsibilities attributed to each of them.
The Executive Committee shall be made up of the Chairman of the Board of Directors, who
shall act as its Chairman, and by the Deputy Chairman or both Deputy Chairmen, in the
event that these positions had been appointed, of Board Members appointed by the Board of
Directors for such purpose, and of the Secretary to the Board, with the right to speak but not
to vote, who shall act as its Secretary.
The Executive Committee shall meet as often as it is convened by its Chairman, on his or
her own initiative or at the request of, at least, two of its members. It shall be deemed to be
set up when the majority of its members attend, present or represented, and unless the
legislation in force, the Company By-laws or the Rules of the Board of Directors provide
otherwise, it shall adopt its agreements by majority vote of those attending, present or
represented.
The Executive Committee shall exercise all duties delegated thereto by the Board of
Directors, except those that cannot be delegated by law or the Company By-laws.
Nevertheless, the Board of Directors may pass on knowledge of and the decision upon any
matter of its competence, and in turn, the Executive Committee may subject the decision on
any matter to the Board of Directors, which even though a matter of its competence, it
deems necessary or expedient for the Board to decide upon.
Insofar as deemed necessary, and with the natural adaptations, the operation of the
Executive Committee shall be governed by the provisions of the company By-laws or the
Board Rules regarding the operation of the Board of Directors.
AUDIT COMMITTEE
In accordance with the provisions of Article 20 bis of the Company By-laws, there shall be an
Audit Committee made up of a minimum of three and a maximum of five members who shall
be appointed and discharged, from among its members, by the Board of Directors. Under no
circumstances may such appointment fall to anyone who currently performs or who has
carried out tasks of an executive or labour-related nature in the Company during the three
immediately preceding years. At least one of the members of the Audit Committee shall be
independent and shall be appointed on the basis of his or her knowledge and experience in
accounting or auditing or both. The appointment of the Chairman, also to be carried out by
the Board of Directors, shall necessarily fall to one of the Company’s External Board
Members, who may not remain in such position for a period in excess of four years, although
he or she may, nevertheless, be re-elected after the term of one year has elapsed from the
moment of termination. The Secretary to the Board of Directors shall attend the Committee’s
meetings, shall act as its Secretary, with entitlement to participate but not to vote, and shall
write up the Minutes of the meeting, which shall be forwarded to all members of the Board of
Directors following their approval.
The meeting shall only be deemed to be convened when the majority of its members attend
and it shall adopt its agreements by majority vote of those attending, with the Chairman
having the casting vote in the event of a tie. The Committee shall meet, when convened by
the Chairman, at least twice a year, coinciding with the initial and final stages of the audit of
the Company’s financial statements and of the Group’s consolidated financial statements
and always prior to issuing the corresponding audit reports. The Company’s Auditor may
attend these meetings, whenever especially convened, for the purpose of explaining the
most significant aspects of the audits performed.
30
Insofar as deemed necessary, and with the natural adaptations, the operation of the Audit
Committee shall be governed by the provisions of these Rules regarding the operation of the
Board of Directors.
Likewise, the Board of Directors shall set up an Appointments and Remuneration Committee
to be made up of a Chairman and a minimum of two Members who shall be freely elected
and removed, from among its members, by the Board of Directors, and who shall perform
their functions indefinitely or during the term for which they were elected. The appointment of
the Chairman must fall on one of the Independent Board Members. The Secretary to the
Board of Directors shall attend the Committee’s meetings, shall act as its Secretary, with
entitlement to participate but not to vote, and shall write up the Minutes of the meeting, which
shall be forwarded to all members of the Board of Directors following their approval.
and agreements shall be adopted by majority vote of those attending, with the Chairman
the Chairman, at least twice a year.
Insofar as it were deemed necessary, and with the natural adaptations, the operation of the
Appointments and Remuneration Committee shall be governed by the provisions of these
Rules regarding the operation of the Board of Directors.
C.2.5 Indicate, if applicable, if there are Rules of the Board Committees, where they
can be consulted and amendments made during the year. Also indicate whether any
annual report on the activities of each committee has been prepared voluntarily.
The Board Committees are governed by Articles 19, 20 and 20 bis of the Company By-laws
and Articles 21 to 24 of the Rules of the Board of Directors. Both documents are available on
the corporate website, www.grupoacs.com.
The specific rules relating to the Executive Committee are set forth in Article 22 of the Rules
of the Board of Directors.
AUDIT COMMITTEE
the corporate website, www.grupoacs.com. The specific rules relating to the Executive
Committee are set forth in Article 23 of the Rules of the Board of Directors
the corporate website, www.grupoacs.com.
The Appointments and Remuneration Committee is governed in accordance with Article 24
of the Rules of the Board of Directors.
C.2.6 Indicate whether the composition of the Executive Committee reflects the
participation of the various Board Members on the Board according to their status:
Yes  No 
31
D RELATED PARTY TRANSACTIONS AND INTRAGROUP
TRANSACTIONS
D.1 Identify the competent body and, where applicable, explain the procedure for
approving transactions with related parties and within the group.
Body responsible for approving related party transactions
Board of Directors
Procedure for approving related party transactions
As established by the Rules of the Board of Directors, related party transactions shall be
approved by the Board of Directors or, where appropriate, by the Executive Committee with
subsequent ratification by the Board of Directors, with prior report by the Audit Committee,
except where these meet the following three conditions
a) They are performed in accordance with standard contract conditions;
b) They are performed at the general prices or rates set by the supplier for the merchandise
or service at issue; and c) The sum involved does not exceed 1% of the company’s annual
income.
Explain whether approval for transactions with related parties has been delegated,
indicating, where applicable, the body or persons to whom it has been delegated.
When this involves transactions in the normal course of business and meets the conditions
stated in the previous sections, authorisation falls to the people responsible for each
business, without prejudice to notifying the Audit Committee for review and subsequent
notification to the Board of Directors.
D.2 List those transactions, which are significant due to their magnitude or relevant due
to their subject, carried out between the company or group companies and the
company’s significant shareholders:
D.3 List any material transactions entailing a transfer of funds or obligations between
the company or group companies and the company’s administrators or executives:
D.4 Report any significant transactions by the company with other entities in the same
group, where such transactions are not eliminated in the process of preparing the
consolidated financial statements and from the standpoint of their subject-matter or
terms and conditions are not part of the company’s ordinary business:
In any case, report any intragroup transaction carried out with entities established in
countries or territories considered to be tax havens:
Corporate name of its group entity:
Cobra Gibraltar Limited
32
Amount (thousands of euros): 2,600
Brief description of the transaction:
Work on Gibraltar Airport terminal
D.5 Indicate the value of the transactions carried out with other related parties.
(in thousands of euros).
D.6 List the mechanisms in place for detecting, identifying and resolving any potential
conflicts of interest between the company and/or its group and its Board Members,
executives or significant shareholders.
The Rules of the Board of Directors specifically regulate conflicts of interest, stating that, in
the interests of the corresponding duty of loyalty, Board Members must:
I. Avoid conflicts of interest between themselves or the closest members of their family and
the Company and, in the case that such conflict cannot be avoided, must notify the Board of
Directors of all cases of such conflicts.
II. Notify the Company as soon as possible of the shares, share options or derivatives based
on share values which they themselves or their closest family members hold, directly or
indirectly, as well as the most significant changes that occur in their professional situation
and, especially, those affecting the attributes considered for their appointment as Board
Members.
III. Notify the Company of any legal or administrative proceedings which, on account of their
importance, may seriously affect the Company’s reputation.
IV. Abstain from intervening in deliberations and casting their vote on those matters in which
they have a particular interest.
V. Avoid being on more than five management bodies of companies other than those in the
Group of companies in which the Company is the parent, without previous express
authorisation from the Board provided with justification.
VI. Not directly or indirectly hold positions in or represent companies or organisations that
are in competition with the Company or with any company of its Group.
VII. Not use in any manner for private purposes any non-public information of which they
have become aware in carrying out their duties as Board Member.
VIII. Not use the commercial transactions of which he or she has become aware while
carrying out the duties of his or her post to his or her own benefit nor make use of the
Company’s assets nor take advantage of his or her post to obtain economic benefit without
rendering the just consideration.
Additionally, there are Rules of Conduct in the Securities Markets that include a set of rules
designed to detect and regulate any possible conflicts of interest between the Company
and/or its Group, its Board Members, Directors or significant shareholders. In general, the
Rules apply to the members of the Board of Directors, members of the Group’s Management
Committee and to those Company representatives and personnel who carry out activities
that may have an essential bearing on the price of the Company’s shares. They also apply to
Company representatives or personnel and to external advisers who, with respect to a
33
specific transaction, are aware of privileged or reserved information regarding the
Company’s securities.
D.7 Is more than one Group company listed in Spain?
Yes  No 
Identify the subsidiaries listed in Spain:
E RISK CONTROL AND MANAGEMENT SYSTEMS
E.1 Explain the scope of the Company’s Risk Management Systems.
The ACS Group’s risk control system is based on a range of strategic and operational
actions designed to mitigate risks and fulfil the objectives established by the Board of
Directors. The diversity and complexity of the sectors in which the Group carries out its
activities implies a variety of risks; the Corporate Unit is responsible for defining basic
guidelines in order to homogenise performance criteria in each of the divisions to guarantee
an adequate level of internal control. The Group’s companies and divisions are responsible
for developing the required and appropriate internal regulation to govern the implementation
of any necessary internal controls, which, in turn, shall guarantee optimum performance of
such internal control in accordance with the special circumstances of their activities.
In order to respond to the need for global and homogeneous risk management, the
Corporate Unit has established a risk management model which includes the identification,
evaluation, classification, valuation, processing and follow-up of risks at the Group and
operational business line levels. When these risks have been identified, a risk map is
prepared which is updated regularly based on the different variables involved and the types
of activities in which the Group is involved.
The risk control systems adopt the Group’s decentralised nature, enabling each business
unit to exercise its own risk control and evaluation policies under certain basic principles.
These principles are the following:
- Definition of the maximum risk limits that may be assumed by each business in accordance
with the characteristics and expected return of the same, and which are implemented at the
time contracts are entered into.
- Establishment of procedures to identify, approve, analyse, control and report the different
risks for each business area.
- Coordination and communication to ensure that the risk policies of each business area are
consistent with the Group’s overall risk strategy.
The systems provide the necessary information to supervise and evaluate the risk exposure
of each business area and develop the corresponding management information required for
decisions with the monitoring of the appropriate indicators.
Hochtief, the German listed company which has been fully consolidated by the ACS Group
since 2011, has defined its risk control policy to be consistent with its business activity and in
line with the ACS Group’s policies. The detail of these policies and systems is included in the
2013 Annual Report on pages 119 to 127 inclusive, available on the website
www.hochtief.com
34
E.2 Identify the Company bodies responsible for preparing and executing the Risk
Management System.
The ACS Group’s Management Committee defines the Group’s global risk policy and, if
appropriate, sets up the appropriate management mechanisms to ensure that the risks are
kept within the approved levels.
The Board of Directors entrusts the Audit Committee with the task of monitoring compliance
with the established procedures and effective generic supervision of compliance with the
established risk levels for each business activity.
The Board of Directors approves the global risk policy and the system for control and
management.
E.3 Indicate the main risks that may affect the achievement of the business objectives.
The ACS Group’s Risk Management System identifies and evaluates various risk scenarios
grouped into two categories: corporate risks and business risks.
Corporate risks affect the Group as a whole and the listed Company in particular and can be
summarised as:
- Regulatory Risks, deriving from the reliability of the published Financial Information, the
Company’s disputes, Stock Market regulatory rules, data protection law, possible changes in
national and international financial regulations and civil liability on equity integrity
- Financial Risks, including the level of indebtedness, liquidity risk, risks resulting from
fluctuations in exchange rates, risks from the use of derivative financial instruments, risks
from investments and exposure to risk from variable yields from investments made in listed
companies.
- Information Risks, both to reputation affecting the Group’s image and those to transparency
and its relationship with analysts and investors.
Business risks are those specifically affecting each of the businesses. These vary according
to the characteristics of each activity and are grouped in turn into:
- Operational Risks, including risks relating to contracting and tendering for works and
projects, to planning and control of execution of the various works and projects, to client and
credit risks, to product quality, environmental, purchasing and subcontracting risks.
- Non-Operational Risks, including risks relating to risk prevention and health and safety at
work, with Human Resources, compliance with the specific legislation and tax regulations
applicable to the business, the reliability of accounting and financial information and the
management of financial resources and indebtedness.
E.4 Identify whether the entity has a level of risk tolerance.
The ACS Group’s Management Committee has defined a framework for action in order to
homogenise the identification, classification, evaluation, management and tracking of the
risks of the different divisions. Once the risks have been identified and their magnitude and
probability have been evaluated, as well as the indicators for measuring them, these form
the basis for preparing the Risk Map, in which all the heads of each of the Divisions or
business units are involved, determining the level of tolerance for each variable.
Periodic updating of the Risk Map, both at corporate level and in each of the businesses, is
carried out by each of the Heads of the different divisions by tracking the indicators
measuring exposure to risk.
35
E.5 Indicate what risks have arisen during the financial year.
The main risks which arose during the year were:
- In relation to Escal UGS, S.L.’s participation in the Castor underground gas storage facility
in late 2013, certain events occurred in relation to its progress which led to the Ministry of
Industry, Energy and Tourism suspending plant gas injection and extraction activity, so
preventing the plant from entering commercial operation and being connected to the gas
system. The ACS Group understands that, after the completion of the appropriate technical
studies and the corresponding technical and accounting audits, these problems will be
resolved satisfactorily. In any case, the ACS Group understands that Escal UGS, S.L. has
the right to return the concession at any time, with the right to collect its total value and, as
such, considers that the value of its investment can be recovered.
- The substantial increase in costs relating to the Leighton Gorgon Jetty & Marine STR
project led to the corresponding client claims, which are currently being negotiated. These
claims have been included as outstanding amounts receivable for work carried out in the
consolidated financial statements, as is the case for other projects in Iraq related to the oil
industry. It is expected that both claims will be recovered, hence no provision has been
made in this respect.
- The Radial 3 and Radial 5 (R3 and R5) toll motorway concession companies have suffered
significant losses since they began operating, with the resulting alteration in the
economic/financial balance anticipated in the concession and problems in covering the
financial liabilities, leading to the two entering a creditors’ insolvency process. By virtue of
the shareholders’ agreements signed at the time, the “non-construction partners” have a
potential right to sell their shares over the “construction partners”, which include ACS. Given
the differences in interpretation between the parties, arbitration proceedings are under way,
which will decide on the validity of the options to sell. The Group and its legal advisers
believe that they have complied with the contractually anticipated grounds so that the
aforementioned options are no longer be valid.
E.6 Explain the plans for responding to and supervising the entity’s main risks.
The ACS Group’s geographic and business diversification, together with the high level of
operating decentralisation that characterises the organisation, makes it necessary for it to
have a dual system for risk control and supervision. Added to the corporate risk
management system is the system belonging to each business unit or listed company, in
which each management level is responsible for complying with the standards and the
applicable internal procedures.
Their effectiveness is evaluated and verified periodically by the production units’ internal
audits and by Corporate Internal Audit, which also contributes to the management of the
general risks the Group faces in achieving its objectives. The alerts, recommendations and
conclusions generated are reported both to Group Management and to the heads of the
business areas and companies assessed.
To carry out their duties, the Business and Corporate Internal Audit departments have
qualified, expert personnel who are independent of the lines of production.
F INTERNAL RISK CONTROL AND MANAGEMENT SYSTEMS IN
RELATION TO THE PROCESS OF ISSUING FINANCIAL INFORMATION
(ICFRS)
Describe the mechanisms which make up the risk control and management systems in
relation to the process of issuing financial information (ICFRS) for the entity.
36
F.1 Company’s control environment
Indicating their main characteristics, detail at least the following:
F.1.1 Which bodies and/or functions are responsible for: (i) the existence and
maintenance of an adequate and effective ICFRS; (ii) its implementation; and (iii) its
supervision.
The Internal Control over Financial Reporting System (hereinafter ICFRS) is part of the ACS
Group’s overall internal control system and is set up to provide reasonable assurance
regarding the reliability of the financial information published. As stipulated in the Rules of
the ACS Group Board of Directors, the Board of Directors is responsible for this system and
has delegated the supervisory function thereof to the Audit Committee in accordance with its
rules.
In accordance with Article 4 of its Rules, the Board of Directors is empowered to approve
“the financial information to be periodically made public by the Company given that it is listed
on the stock exchange”. In accordance with this article, the functions of the Board that
cannot be delegated include “preparing the individual and consolidated financial statements
and management reports and submitting them for approval at the General Shareholders’
Meeting” and approving the “risk management and control policy and the periodic monitoring
of the internal reporting and control systems”.
The ACS Group’s General Corporate Management is responsible for the Group’s ICFRS.
This entails defining, updating and monitoring the system to ensure that it operates correctly.
The head of each business area is responsible for designing, reviewing and updating the
system in accordance with its own needs and characteristics. General Corporate
Management validates these designs and their operation to guarantee compliance with the
objectives set to assure the reliability of the financial information reported.
In relation to the above, in accordance with Article 23 of the Rules of the Board of Directors,
the Audit Committee is responsible, inter alia, for the following:
- Monitoring the effectiveness of the company’s internal control, internal auditing and, if
applicable, risk management systems, and discussing any significant weaknesses in the
internal control system identified during the performance of the audit with the auditors or
audit firms.
- “Overseeing the preparation and presentation of the regulated financial information”.
On the other hand, Hochtief, which has formed part of the ACS Group as an investee since
June 2011, lists its shares on the German stock market and, in turn, has majority ownership
interest in Leighton, which in turn lists its shares on the Australian stock market. Both
companies have implemented their own risk management and internal control over financial
reporting systems in accordance with applicable legislation. Additional information on these
systems can be found in their 2013 annual reports and is available on www.hochtief.com and
www.leighton.com.au.
F.1.2 The existence or otherwise of the following components, especially in connection
with the financial reporting process:

Departments and/or mechanisms responsible for: (i) the design and review of the
organisational structure; (ii) defining clear lines of responsibility and authority, with an
37
appropriate distribution of tasks and functions; and (iii) implementing procedures so this
structure is communicated effectively throughout the company.
In accordance with the Rules of the Board of Directors, the Appointments and Remuneration
Committee under this Board is responsible, inter alia, for nominating Senior Executives,
particularly those who are to be a member of the Group’s Management Committee, and for
proposing the basic conditions of their contract.
Corporate General Management, in the case of ACS, Actividades de Construcción y
Servicios, S.A., and the CEO or Chairman, in the case of the various business areas, are
responsible for determining the organisational structure in their area of activity and
communicating this to the interested parties through the anticipated channels in each case.

Code of conduct, approving body, dissemination and instruction, principles and values
covered (stating whether specific reference is made to record keeping and financial
reporting), body in charge of investigating breaches and proposing corrective or disciplinary
action.
The ACS Group has a General Code of Conduct which was approved by the Board of
Directors on 15 March 2007. This was last updated by agreement of the Executive
Committee of the Board of Directors on 30 August 2011. This Code has been disseminated
and is accessible to all employees via the Group’s website.
Both the Hochtief Group’s parent company, Hochtief AG, and the parent company of its
Leighton subgroup, Leighton Holdings Limited, are companies listed on the German and
Sydney stock exchanges, respectively, hence they are subject to their own regulatory
bodies’ rules and have both their own Codes of Conduct and their own internal channels for
complaints and control, under similar terms to those of the ACS Group. For this reason, the
ACS Group’s General Code of Conduct does not apply directly to investee companies
belonging to the Hochtief Group and the Leighton Group.
Paragraph 4.2.5 of the General Code of Conduct emphasises the principle of transparency.
The Code stipulates that “specifically, it will ensure the reliability and completeness of the
financial information which, in accordance with applicable law, is publicly supplied to the
market. In particular, the accounting policies, control systems and monitoring mechanisms
defined by the ACS Group in order to identify relevant information shall be identified,
prepared and communicated in due time and form”.
“Additionally, the Board of Directors and other governing bodies shall periodically ensure the
effectiveness of the internal control system over financial information reported to the
markets”.
To ensure compliance with the General Code of Conduct, resolve incidents or concerns
about its interpretation and take the measures required to ensure the best compliance, the
above Code provides for the creation of a General Code of Conduct Monitoring Committee
to be composed of three members appointed by the ACS Group’s Board of Directors
following their nomination by the Appointments and Remuneration Committee.
This Monitoring Committee has been assigned the following functions:
 Promoting the dissemination, knowledge of and compliance with the code in each
and every Group company.
 Establishing the appropriate communications channels to ensure that any employee
can seek or provide information regarding compliance with this code, ensuring the
confidentiality of complaints processed at all times.
 Interpreting the regulations derived from the Code and supervising their
implementation.
 Ensuring the accuracy and fairness of any proceedings commenced, as well as the
rights of persons allegedly involved in possible breaches.
38



Defining the cases in which the scope of the Code should be extended to third
parties that are to have business or trade relations or with the ACS Group.
Gathering data on levels of compliance with the Code and disclosing the specific
related indicators.
Preparing an annual report on its actions, making the recommendations it deems
appropriate to the Board of Directors through the Audit Committee.
The Annual Report on Actions and Recommendations of the General Code of Conduct
Monitoring Committee for 2013 will be submitted by the Audit Committee in March 2014.

Whistle-blowing channel, for reporting to the Audit Committee any irregularities of a
financial or accounting nature, as well as breaches of the Code of Conduct and malpractice
within the organisation, stating whether reports made through this channel are confidential.
In accordance with the foregoing, the General Code of Conduct has established an Ethics
Channel, allowing any person to report irregularities observed in any of the ACS Group
companies, or behaviour that fails to comply with the rules provided in the General Code of
Conduct.
For this purpose, there are two channels of communication:
 An e-mail address: canaletico@grupoacs.com
 A postal address: Ethics Channel
ACS Group
Avenida de Pío XII, No. 102
28036 Madrid, Spain
In any case, the General Code of Conduct ensures the confidentiality of all complaints
received by the Monitoring Committee through these channels.
A total of 27 communications were received in 2013, which due to defects in form, the Code
of Conduct Monitoring Committee not being the competent body or other reasons for
inadmissibility did not lead to the opening of any cases. In all of the communications, the
means used was the digital channel.

Training and refresher courses for personnel involved in preparing and reviewing
financial information or evaluating the ICFRS, which address, at least, accounting rules,
auditing, internal control and risk management.
In regard to training and refresher courses, the ACS Group believes that continuous training
for its employees and managers both at the corporate level and at the Group company level
is important. Relevant and up-to-date training on regulations that affect financial reporting
and internal control is considered to be necessary to ensure that the information reported to
the markets is reliable and in accordance with the regulations in force.
Therefore, within the Group’s scope of consolidation, a group of approximately 1,150
employees working in the economic-financial area received approximately 21,500 hours of
training in finance, accounting rules, consolidation, auditing, internal control and risk
management in 2013.
F.2 Risk assessment in financial reporting
Detail at least the following:
F.2.1 The main characteristics of the risk identification process, including risks of error
or fraud, stating whether:
39

The process exists and is documented.
The ACS Group has established a risk management system that supports a range of actions
in order to comply with the objectives established by the Board of Directors. The Corporate
Risk Map is updated annually and summarises the Group’s situation in relation to its main
risks, except for those with regard to Hochtief since it has its own risk control systems.
The Risk Map includes the identification, assessment, classification, valuation, management
and monitoring of risks at both the Group level and that of the operating divisions. In light of
the above, the risks identified are as follows:
 Corporate Risks: affecting the Group as a whole and, in particular, the listed
Company.
 Business Risks: specifically affecting each of the business areas and varying based
on the unique characteristics of each business.
These risks were basically measured qualitatively in order to establish both their importance
and probability of occurrence. However an objective or quantitative risk indicator was
established where possible.
Accordingly, the risks are classified as follows:
 Operational risks
 Non-operational risks
This system is explained in section E of the ACGR in the description of the ACS Group’s
general risk policy.

The process covers all financial reporting objectives, (existence and occurrence;
integrity; valuation; presentation, breakdown and comparability; and rights and obligations),
whether it is updated and how often.
In addition to financial risks (liquidity, exchange rate, interest rate, credit and equity), nonoperational risks also include those risks relating to the reliability of the financial information.
As part of ICFRS management, the ACS Group has a procedure that allows its scope to be
identified and maintained by identifying all relevant subgroups and divisions, as well as the
significant operating and support processes of each of the subgroups or divisions. This
identification was carried out based on the materiality and risks factors that are inherent to
each business.
The materiality criteria are established, on one hand, from the quantitative point of view in
accordance with the most recent consolidated financial statements based on the various
parameters, such as revenue, volume of assets or profit before tax and, on the other hand,
from the qualitative point of view in accordance with various criteria, such as the complexity
of the information systems, the risk of fraud or accounting based on estimates or bases that
may have a subjective component. In practice, this means being able to determine which of
the accounting headings of the financial statements are material, as well as other relevant
financial information. In addition, the processes or business cycles in which this information
is generated are identified.
The ACS Group’s Corporate General Management is responsible for updating the scope of
the Internal Control over Financial Reporting System and informing the various business
areas and the auditor.
For each process or business cycle included within the scope, the Group has identified the
risks that can specifically affect financial reporting taking into account all of the financial
40
reporting objectives (existence and occurrence; integrity; valuation; rights and obligations;
and presentation and disclosure), and taking into account the different risk categories
contained in section E of the ACGR to the extent that they could significantly affect financial
reporting.

A specific process is in place for identifying the scope of consolidation, taking into
account the possible existence of complex corporate structures, special purpose vehicles,
holding companies, etc.
This assessment is performed on an annual basis and based on which companies are
included in or excluded from the Group’s scope of consolidation.

The process takes into account the effects of other types of risks (operational,
technological, financial, legal, risks to reputation, environmental, etc.) to the extent that they
affect the financial statements.
The ACS Group’s Risk Management System considers risks of the operational,
technological, legal or any other type which, if they arise, could have a significant impact on
the Group’s financial statements.

Which of the company’s governing bodies monitors the process.
The Board of Directors has the power to approve the risk management and control policy
and the periodic monitoring of the information and control systems, while the Audit
Committee has the power to oversee the internal risk management and control systems.
F.3 Control activities
F.3.1 Procedures for reviewing and authorising the financial information and description
of the ICFRS to be disclosed to the markets, indicating who is responsible in each
case, as well as documentation and flow charts for activities and controls (including
those addressing the risk of fraud) for each type of transaction that may materially
affect the financial statements, including procedures for the closing of accounts and for
the specific review of the relevant judgements, estimates, evaluations and projections.
Prior to their approval by the Board of Directors and to their publication, General Corporate
Management must submit both the annual and half-yearly condensed financial statements
as well as any other periodic public information supplied to the markets to the Audit
Committee, taking into consideration the most relevant effects and those matters whose
contents or components are based more on accounting opinions or assumptions for the
purpose of calculating estimates and provisions.
Prior to the publication of the financial statements, those responsible for each line of
business are required to review the information reported for the purposes of consolidation in
their respective areas of responsibility.
This report with the description of the ICFRS is prepared by Corporate General Management
based on the information supplied by all affected departments and business areas and is
submitted for review and approval by the Audit Committee.
All business areas which are relevant for the purpose of financial reporting have different
controls to ensure the reliability of the financial information. These controls are identified for
the significant business cycles based on the internal procedures used, as well as the
41
reporting systems which are used as the basis for preparing the financial information of each
business area.
The Group documents the significant processes, risks and control activities implemented in
the business areas in a systematic and homogeneous manner, with the exceptions
described for the listed investee companies. This documentation is based on the following:
 Identification of the companies and processes or business cycles that may
significantly affect the financial information. Each significant process has a flow chart
and a description of key activities.
 Identification of the risks and controls established to mitigate the financial reporting
risks and those responsible for this control, under a common methodology.
The processes considered within the scope include the operating business cycles and the
accounting close, communication of information and consolidation. The possible risks of
fraud and the specific review of relevant judgements, estimates, evaluations and projections
are taken into account in each of the business cycles.
F.3.2 Internal control policies and procedures for IT systems (including secure access,
control of changes, system operation, operating continuity and segregation of duties)
giving support to key company processes regarding the preparation and publication of
financial information.
Following a policy of decentralisation and independence of each of its business areas, the
ACS Group does not centrally manage its information systems, but rather each business
area manages these resources based on the particular features of each business. This is not
an obstacle hindering each of the business areas from defining its policies, standards and
procedures for internal control over the reporting systems and security management. In this
regard, the Information Systems Coordinator was created in 2012 to provide support to the
ACS Group’s General Corporate Management in implementing the application of the
information systems policies approved in each of the Group’s divisions.
Access to the information systems is managed in accordance with tasks assigned to each
job position, and each company defines its users’ profiles for accessing, modifying, validating
or consulting information following a criterion of segregation of duties defined by each area.
Management of access, changes in the applications and the flows of approval are defined in
the procedures of each business area, as are the responsibilities of those responsible for
monitoring and control.
The control mechanisms for the recovery of information and information systems are defined
in the corresponding continuity plans. Each of the business areas has storage and backup
processes at different locations that provide for contingencies if necessary. Each Group
company also establishes the required security measures against leakage or loss of physical
and logical information, depending on the level of confidentiality.
The main information systems have protection against viruses and Trojans and have
elements that are periodically updated to prevent intrusions to the information systems.
F.3.3 Internal control policies and procedures for overseeing the management of
outsourced activities and of the appraisal, calculation or valuation services
commissioned from independent experts, when these may materially affect the
financial statements.
The ACS Group does not usually subcontract work to third parties that could materially affect
the financial statements.
42
In any case, when the ACS Group outsources work to third parties, it ensures the technical
training, independence and skills of the subcontractor. In the case independent experts are
used, the person responsible for contracting these experts must validate the conclusions
reached from their work.
In the specific case of valuations made by independent experts, the criteria and results
thereof are revised by Group management or by management of the business areas
affected, requesting comparison valuations when necessary.
F.4 Information and communication
F.4.1 A specific function in charge of defining accounting policies, keeping them up to
date (accounting policies area or department) and resolving any doubts or disputes that
may arise over their interpretation, which is in regular communication with the team in
charge of operations, as well as a manual of accounting policies regularly updated and
communicated to all the company’s operating units.
Corporate General Management, through the Corporate Administration Department, is
responsible for defining and updating the accounting policies and responding to queries and
doubts arising from the implementation of the applicable accounting regulations. This can be
done in writing and replies to queries are made as quickly as possible depending on their
complexity.
The Group has an accounting policies manual that is in line with the International Financial
Reporting Standards (IFRS) as these are adopted by the European Union. This manual,
updated in January 2013, is applicable to all companies included in the Group’s scope of
consolidation and to its joint ventures and associates.
In cases where the ACS Group does not have control but does have a significant influence,
the required adjustments and reclassifications are made to the associate’s financial
statements in order to ensure that the accounting criteria are uniform with those of the
Group.
Group companies may have their own manual as long as it does not contradict that indicated
in the Group’s manual, so as to be able to ensure the uniformity of the accounting policies of
ACS.
F.4.2 Mechanisms in standard format for the capture and preparation of financial
information, which are applied and used in all units within the entity or group, and
support its main financial statements and accompanying notes as well as disclosures
concerning the ICFRS.
Reporting to the ACS Group’s Corporate General Management is carried out in accordance
with the following guidelines:
1) Frequency of information reporting
Once the meeting schedule of the Executive Committee and the Board of Directors has been
set, the reporting dates and type of information to be reported are sent to the various heads
of the divisions or Group companies on an annual basis.
2) Type of information reporting
The information to be reported varies and is detailed based on the reporting period (monthly
/ quarterly / half-yearly / annually).
43
3) Financial reporting format
The information to be sent to the Administration Department (Corporate General
Management) by the various business areas is reported using the Cognos Consolidator
consolidation program (mainly for the balance sheet and income statement), and various
Excel templates parameterised and automated for the aggregation and elaboration of
various items of information, usually of an off-balance sheet and management nature.
For the preparation of the consolidated statements, all business areas must report any
changes in the scope of consolidation of their business area prior to the end of the month. As
this information is sent from the 3rd to the 6th of each month, the reporting file includes the
parameterisation of the consolidation system, which specifically includes the scope of
consolidation affecting the entire ACS Group.
4) Model for reporting internal control information
The ACS Group has defined a reporting system for the most significant controls included
within the framework of the Internal Control over Financial Reporting System, in which each
person responsible for its implementation and monitoring must send the Group’s General
Corporate Management a report detailing its operations during the period.
This reporting took place in 2013 on a half-yearly basis, at the same time as the publication
of the ACS Group’s interim half-yearly financial statements.
F.5 Supervision of system operation
F.5.1 The ICFRS supervision activities carried out by the Audit Committee, as well as
whether the company has an internal audit function which includes support to the
Committee in its work on supervising the internal control system, including the ICFRS,
among its duties. Furthermore, indicate the scope of the assessment of the ICFRS
carried out in the financial year and of the procedure by means of which the person
responsible communicates the results, whether the entity has an action plan that
details possible corrective actions and whether its impact on the financial information
has been considered.
The ACS Group’s Internal Audit Department is set up as an independent service, the
function of which is to provide support to the Group’s Board of Directors and senior
management in the examination, evaluation and supervision of the internal control and risk
management systems both of the Parent and the other companies forming part of the Group.
The ACS Group’s Internal Corporate Audit functions are carried out by the Internal Audit
Department, which coordinated the auditing of the Group’s various business areas.
The Corporate Internal Audit Department is included in the organisational structure as a
body reporting hierarchically to the Corporate General Management and functionally to the
Audit Committee of the Board of Directors. It has no hierarchical or functional link to the
business areas. Therefore, the appointment/dismissal of the person responsible is at the
suggestion of the Audit Committee. In this regard, Hochtief and Leighton, as noted in point
F.1, have their own control systems and the internal audits for these companies report to
their Audit Committees.
In turn, the internal audit departments of the Parents of the Group’s business areas report
hierarchically to the Chairman and/or CEO of these areas and functionally to the Corporate
44
Internal Audit Department. The functions assigned to the Internal Audit Department are as
follows:

Reviewing the implementation of policies, procedures and standards established in
the Group’s business areas, as well as the operations and transactions they
perform.

Identifying faults or errors in the systems and procedures, indicating their causes,
issuing suggestions for improvement in the internal controls established and
monitoring recommendations adopted by the management of the various business
areas.

Reviewing and assessing, in the performance of their work, the internal controls
established, included among which are those which make up the risks associated
with the financial information for the audited units.

Reporting any anomalies or irregularities identified, recommending the best
corrective actions and following up on the measures taken by the management of
the different business areas.
The Corporate Internal Audit Department submits the Annual Audit Plan each year for
approval by the Audit Committee. This Audit Plan consolidates the internal audits of the
Group companies, except for Hochtief and Leighton.
The Corporate Internal Audit Manager periodically submits to the Audit Committee a
summary of the reports already drafted and the status of the internal audits of the various
business areas.
The Corporate Internal Audit Department submitted the 2013 Activities Report and the 2014
Audit Plan to the Audit Committee in February 2014. The audits carried out are of the
following type:




Audits of specific projects
Audits of branches or geographic areas within a company
Audits of processes or specific areas
Audits of companies or groups of companies
In 2013 the various internal audit departments of the business areas carried out 130 audits.
F.5.2 A discussion procedure whereby the auditor (pursuant to TAS), the Internal Audit
Department and other experts can report any significant internal control weaknesses
encountered during their review of the financial statements or other assignments, to the
company’s senior management and its Audit Committee or administrators. Also report
any action plan in place to correct or mitigate weaknesses observed.
In accordance with the Rules of the Board of Directors, the Audit Committee has the
following functions:
 Monitoring the effectiveness of the company’s internal control, internal audit, and if
applicable, risk management systems, and discussing any significant weaknesses in
the internal control system identified during the performance of the audit with the
auditors or audit firms.
 Establishing the appropriate relationships with auditors or audit firms for the purpose
of receiving information on any matter which may compromise their independence
45
and any other matter relating to the process of auditing the accounts, in addition to
any other communication laid down in Spanish legislation regarding auditing
accounts and technical auditing standards.
As a result of this work, the internal audit departments of the Group companies issue a
written report which summarises the work carried out, the situations identified, the action
plan including, where applicable, the timetable and persons responsible for correcting the
situations identified, and opportunities for improvement. These reports are sent to the head
of the business area and to Corporate General Management.
As mentioned above, the Corporate Internal Audit Manager submits an Activities Report to
the Audit Committee which contains a summary of the activities carried out and the reports
drawn up during the year, as well as the main significant aspects and recommendations
contained in the various reports.
The Audit Committee holds meetings with the external auditor on a regular basis and, in any
case, whenever there is a review of the interim financial statements for the first and second
half of the year prior to their approval, and prior to the meeting held by the Board of Directors
to prepare the full annual individual financial statements of the parent, and the consolidated
statements of the ACS Group. Additionally, it holds formal meetings to plan the work of
external auditors for the current year, as well as to report the results that have been obtained
in the preliminary review prior to the end of the financial year.
In 2013, the internal and external auditors attended six Audit Committee meetings.
F.6 Other relevant information
--
F.7 External auditor’s report
Indicate:
F.7.1 Whether the ICFRS information supplied to the market has been reviewed by the
external auditor, in which case the corresponding report should be included as an
appendix. Otherwise, explain the reasons for the absence of this review.
The information relating to the ICFRS issued to the markets for 2013 was reviewed by the
external auditor.
G DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Unified
Code on good corporate governance.
If any recommendations are not followed or are only partially followed, a detail
explanation of the reasons for this must be included so that the shareholders, investors
and the market in general have sufficient information to assess the company’s conduct.
Explanations of a general nature will not be acceptable.
1. The By-laws of listed companies may not limit the number of votes held by a single
shareholder or impose other restrictions on the company’s takeover via the market
acquisition of its shares.
46
See sections: A.10, B.1, B.2, C.1.23 and C.1.24.
Complies  Explain 
2. In the event that a parent and subsidiary company are separately listed, they must
publish an exact definition of:
a) The type of activity they engage in and any business dealings between them, as well
as between the listed subsidiary and other group companies;
b) The mechanisms in place to resolve possible conflicts of interest.
See sections: D.4 and D.7
Partially complies  Complies  Explain  Not applicable 
3. Even if not expressly required under Company law, transactions involving a
structural change in the company, and particularly the following, are subject to the
approval of the General Shareholders’ meeting:
a) The transformation of listed companies into holding companies through the
process of subsidiarisation, i.e. reallocating core activities to subsidiaries that
were previously carried out by the originating company, even though the latter
retains full control of the former;
b) Any acquisition or disposal of key operating assets that would effectively alter
the company’s corporate purpose;
c) Operations that effectively add up to the company’s liquidation.
See section: B.6.
Complies  Partially complies  Explain  4. That the proposed resolutions to be adopted at the General Shareholders’ Meeting,
including the information referred to in Recommendation 27, be made public on the
date on which the call of the meeting is published.
5. Separate votes are to be taken at the General Meeting on materially separate items,
so shareholders can express their preferences in each case. This rule particularly
applies to the following:
a) The appointment or ratification of Board Members, with separate voting on
each candidate;
b) Amendments to the By-laws, with votes taken on all articles or groups of
articles that are materially different.
Complies  Partially complies  Explain  47
6. Companies shall allow split votes, so that financial intermediaries who are
shareholders of record but acting on behalf of different clients can issue their votes
according to instructions.
7. The Board of Directors shall perform its duties with unity of purpose and
independence, according all shareholders the same treatment. It shall be guided at all
times by the Company’s best interest, to be understood as maximizing the Company’s
value over time.
It should likewise ensure that the company abides by the laws and regulations in its
dealings with stakeholders; fulfils its obligations and contracts in good faith; respects
the customs and good practices of the industries and territories where it does business;
and upholds any additional social responsibility principles it has subscribed to
voluntarily.
Complies  Partially complies  Explain  8. The core components of the Board’s mission shall be to approve the company’s
strategy, authorise the organisational resources to carry it forward and ensure that
management meets the objectives set while pursuing the company’s interests and
corporate purpose. As such, the Board in plenary session should reserve the right to
approve:
a) The Company’s general policies and strategies, and specifically:
i) The strategic or business plan, management targets and annual budgets;
ii) Investment and financing policy;
iii) Design of the structure of the corporate group;
iv) Corporate governance policy;
v) Corporate social responsibility policy;
vi) Remuneration and evaluation of Senior Executives;
vii) Risk control and management, and the periodic monitoring of internal information
and control systems;
viii) Dividend policy, as well as the policies and limits applying to treasury shares.
See sections: C.1.14, C.1.16 and E.2
b) The following decisions:
i)
At the proposal of the company’s Chief Executive, the appointment and removal
of Senior Executives and provisions relating to termination benefits.
ii) The remuneration of the Board Members and, if applicable, extra remuneration for
executive and other functions that the contracts should respect.
iii) The financial information to be periodically disclosed by the Company given that
it is listed on the securities market.
48
iv) Investments or transactions of all kinds which, because of the elevated amounts
involved or their special characteristics, are of a strategic nature, unless their
approval corresponds to the General Shareholders’ Meeting;
v) The incorporation or acquisition of special purpose vehicles or entities resident
in countries or territories defined as tax havens, as well as any analogous
transactions or operations whose complexity may impair the Group’s transparency.
c) Transactions which the company conducts with Board Members, significant
shareholders, shareholders with Board representation or other persons related
thereto (“related party transactions”).
However, Board authorisation shall not be required for related party transactions that
simultaneously meet the following three conditions:
1. They are governed by standard contracts applied on an across-the-board basis to a
large number of clients;
2. They are performed at the general prices or rates set by the supplier of the
merchandise or service at issue;
3. The transaction amount does not exceed 1% of the company’s annual revenues.
It is advisable that related party transactions should only be approved on the basis of a
favourable report from the Audit Committee or some other committee charged with the
same function; and that the Board Members involved should neither exercise nor
delegate their votes, and should withdraw from the meeting room while the Board
deliberates and votes.
It is recommended that the powers attributed to the Board not be allowed to be
delegated, with the exception of those mentioned in b) and c), which can be delegated
to the Executive Committee in urgent cases, subject to subsequent ratification by the
full Board.
See sections: D.1 and D.6
Complies  Partially complies  Explain  9. In the interests of the effectiveness and participatory nature of its functioning, the
Board of Directors should comprise between five and fifteen members.
See section: C.1.2.
Complies  Explain 
There are currently 17 Board Members, which is a number comprised within the 11 to 21
member limit provided in Article 13 of the Company By-laws and is in accordance with the
Spanish Limited Liability Companies Law. To date, this was considered to be most
appropriate number in accordance with the company’s needs and characteristics with regard
to shareholder structure.
10. A broad majority of the Board shall be External Proprietary and Independent Board
Members and the number of Executive Board Members should be the minimum
necessary, taking into account the complexity of the group of companies as well as
each Executive Board Members’ holding in the share capital of the company.
49
See sections: A.3 and C.1.3.
Complies  Partially complies  Explain  11. Among External Board Members, the relation between Proprietary Board Members
and Independent Board Members should reflect the proportion between the capital
represented on the Board and the remainder of the Company’s capital.
This proportional criterion can be relaxed so the weight of Proprietary Board
Members is greater than would strictly correspond to the total percentage of
capital they represent:
1. In large cap companies where few or no ownership interests attain the legal
threshold for significant shareholdings, despite the existence of shareholders
with considerable investments in absolute terms.
2. In companies with multiple shareholders represented on the Board but not
otherwise related.
See sections: A.2, A.3 and C.1.3.
12. The number of Independent Board Members shall represent at least a third of all
Board Members.
See section: C.1.3.
Complies  Explain 
It is to our understanding that the distribution of the different types of Board Members
(Executive, Proprietary and Independent) is appropriate based on the Company’s
characteristics, i.e., a large cap company with four significant shareholders holding different
ownership (percentages ranging from 18% to 5%).
13. The nature of each Board Member must be explained to the General Shareholders’
Meeting, which shall make or ratify his or her appointment. Such determination shall
subsequently be reviewed in each year’s Annual Corporate Governance Report
following verification by the Appointments Committee. This report shall also explain the
reasons for having appointed Proprietary Board Members at the proposal of
shareholders holding less than 5% of the share capital, as well as the reasons for any
rejection of a formal request for a Board place from shareholders whose ownership
interest is equal to or greater than that of others at whose request Proprietary Board
Members were appointed.
See sections: C.1.3 and C.1.8.
Complies  Partially complies  Explain  14. When the number of women Board Members is few or zero, the Appointments
Committee ensures that when vacancies occur:
50
a)
Recruitment processes are not implicitly biased in a manner which
hinders the selection of women Board Members;
b) The company makes a conscious effort to include women with the target
profile among the candidates for Board places.
See sections: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.
Partially complies  Explain  Complies  Not applicable 
15. The Chairman, as the person responsible for the proper operation of the Board of
Directors, should ensure that Board Members are supplied with sufficient information in
advance of Board meetings, and work to procure a good level of debate and the active
involvement of all members, safeguarding their rights to freely express and adopt
positions; he or she should organise and coordinate regular evaluations of the Board
and, where appropriate, the Company’s Chief Executive, along with the chairmen of the
relevant Board committees.
Complies  Partially complies  Explain  16. When the Chairman and Chief Executive of the Company, one of the Company’s
Independent Board Members shall be empowered to request the calling of Board
meetings or the inclusion of new business on the Agenda, in order to coordinate and
voice the concerns of External Board Members and will take charge of the Chairman’s
evaluation.
See section: C.1.22.
Partially complies  Complies  Explain  Not applicable 
17. The Secretary of the Board of Directors shall take steps to assure that the Board’s
actions:
a) Adhere to the spirit and letter of laws and their implementing regulations,
including those issued by regulatory agencies;
b) Comply with the Company By-laws and the Rules of the General Meeting, the
Board of Directors and others;
c) Are informed by those good governance recommendations of the Unified
Code that the company has subscribed to.
In order to safeguard the independence, impartiality and professionalism of the
Secretary, his or her appointment and removal should be proposed by the
Appointments Committee and approved by the Board in plenary session; the relevant
appointment and removal procedures being stipulated in the Rules of the Board of
Directors.
Complies  Partially complies  Explain  51
18. The Board of Directors shall meet as often as required to properly carry out its
duties, following the timetable of dates and issues agreed at the beginning of the year,
Board Members may propose that business not initially foreseen be included on the
Agenda of these meetings.
Complies  Partially complies  Explain  19. Board Member absences will be kept to the bare minimum and quantified in the
Annual Corporate Governance Report. When Board Members have no choice but to
delegate their vote, they should do so with instructions.
See sections: C.1.28, C.1.29 and C.1.30.
Complies  Partially complies  Explain  20. When Board Members or the Secretary express concerns about some proposal or,
in the case of Board Members, about the Company’s performance, and such concerns
are not resolved at the meeting, the member expressing them will request that they be
recorded in the Minutes.
Complies  Partially complies  Explain  Not applicable 
21. The full Board shall evaluate the following points on a yearly basis:
a) The quality and efficiency of the Board’s operation;
b) Based on the report issued by the Appointments Committee, how well the
Chairman and Chief Executive Officer have carried out their duties;
c) The performance of its committees on the basis of the reports furnished by
them.
Complies  Partially complies  Explain  22. All Board Members shall be entitled to receive any additional information they
require on matters within the Board’s competence. Unless the By-laws or Board Rules
indicate otherwise, such requests should be addressed to the Chairman or Secretary.
23. All Board Members shall be entitled to call on the Company for the advice they
need to carry out their duties. The company should provide suitable channels for the
exercise of this right, extending in special circumstances to external assistance at the
company’s expense.
52
24. Companies shall organise induction courses for new Board Members to supply
them rapidly with the information they need on the Company and its corporate
governance rules. Board Members shall also be offered refresher courses when
circumstances so advise.
Complies  Partially complies  Explain  25. The companies shall require their Board Members to devote sufficient time and
effort to perform their duties effectively.
a) Board Members should apprise the Appointments Committee of any other
professional obligations, in case they might detract from the necessary
dedication;
b) Companies should lay down rules about the number of Board Memberships
their Board Members can hold.
See sections: C.1.12, C.1.13 and C.1.17.
Complies  Partially complies  Explain  26. The proposal for the appointment or renewal of Board Members which the Board
submits to the General Shareholders’ Meeting, as well as provisional appointments
through co-opting, shall be approved by the Board:
a) On the proposal of the Appointments Committee, in the case of Independent
Board Members;
b) Subject to a report from the Appointments Committee in all other cases.
See section: C.1.3.
Complies  Partially complies  Explain  27. Companies shall post the following information regarding the Board Members on
their websites, and keep them permanently updated:
a) Professional experience and background;
b) Board Memberships held at other companies, listed or otherwise;
c) An indication of the Board Member’s classification as Executive, Proprietary
or Independent; in the case of Proprietary Board Members, stating the
shareholder they represent or have links with;
d) The date of their first and subsequent appointments as a company Board
Member; and
e) Shares held in the company and any options thereon.
Complies  Partially complies  Explain  28. Proprietary Board Members shall resign when the shareholders they represent
dispose of the shares owned in their entirety. If such shareholders reduce their stakes,
thereby losing some of their entitlement to Proprietary Board Members, the latter’s
number should be reduced accordingly.
53
See sections: A.2, A.3 and C.1.2.
Complies  Partially complies  Explain  29. The Board of Directors may not propose the removal of Independent Board
Members before the expiry of the statutory term for which they were appointed, as
mandated by the By-laws, except where just cause is found by the Board based on a
report of the Appointments Committee. In particular, just cause will be presumed when
a Board Member is in breach of the duties inherent to his position or comes under one
of the grounds leading to their disqualification as independent, in accordance with that
laid down in Ministerial Order ECC/461/2013.
The removal of Independent Board Members may also be proposed when a
takeover bid, merger or similar corporate operation produces changes in the
company’s capital structure, in order to meet the proportionality criterion set out
in Recommendation 11.
See sections: C.1.2, C.1.9, C.1.19 and C.1.27.
30. The companies shall lay down rules requiring Board Members to inform the Board,
and if necessary, resign, in cases where the company’s name and reputation is
harmed. In particular, Board Members shall be required to inform the Board
immediately of any criminal charges brought against them and the progress of any
subsequent trial.
When a Board Member is sued or tried for any of the offences stated in Article
213 of the Companies Law the Board should examine the matter and, in view of
the particular circumstances, decide whether or not he or she should be called
on to resign. The Board should also disclose all such determinations in the
Annual Corporate Governance Report
Complies  Partially complies  Explain  31. All Board Members should express clear opposition when they feel a proposal
submitted for the Board’s approval might harm the corporate interest. In particular,
Independents and other Board Members unaffected by potential conflicts of interest
should challenge any decision that could go against the interests of shareholders
lacking Board representation.
When the Board makes material or reiterated decisions about which a Board
Member has expressed serious reservations, then he or she must draw the
pertinent conclusions. Board Members resigning for such causes should set out
their reasons in the letter referred to in the next Recommendation.
The terms of this Recommendation should also apply to the Secretary of the
Board; Board Member or otherwise.
54
32. Board Members who resign or otherwise step down before their term expires, shall
explain their reasons for doing so in a letter sent to all the Board Members. Irrespective
of whether such resignation is filed as a significant event, the motive for it must be
explained in the Annual Corporate Governance Report.
See section: C.1.9.
Partially complies  Complies  Explain  Not applicable 
33. Remuneration comprising the delivery of shares in the company or other
companies in the group, stock options or other share-based incentives, or incentive
payments linked to the Company’s performance or membership of pension schemes
shall be confined to Executive Board Members.
The delivery of shares is excluded from this limitation when Board Members are
obliged to retain them until the end of their tenure.
34. Board Member remuneration shall sufficiently compensate them for the
commitment, qualifications and responsibility that the position entails, but should not be
so high as to jeopardise their independence.
Complies  Explain  Not applicable 35. In the case of remuneration linked to Company earnings, deductions should be
computed for any qualifications stated in the independent auditor’s report.
Complies  Explain  Not applicable 36. In the case of variable pay, remuneration policies should include technical
safeguards to ensure they reflect the professional performance of the beneficiaries and
not simply the general progress of the markets or the Company’s sector, atypical or
exceptional transactions or circumstances of this kind.
Complies  Explain  Not applicable  37. When the company has a Delegate or Executive Committee (hereafter “Executive
Committee”), the breakdown of its Board Members by category should roughly mirror
that of the Board itself.
38. The Board shall be kept fully informed of the business transacted and decisions
made by the Executive Committee. All Board Members will receive a copy of the
Committee’s minutes.
Complies  Explain  Not applicable  55
39. In addition to the Audit Committee, which is mandatory under the Securities Market
Law, the Board of Directors shall form a Committee, or two separate Committees, of
Appointments and Remuneration.
The rules governing the composition and operation of the Audit Committee and
the Appointments and Remuneration committee or committees should be set
forth in the Rules of the Board of Directors and include the following:
a) The Board of Directors should appoint the members of such Committees
having regard to the knowledge, aptitudes and experience of its Board Members
and the remit of each Committee and shall discuss their proposals and reports.
The Committees should report the business transacted and account for the work
performed at the first plenary session of the Board following each Committee
meeting.
b) These Committees should be formed exclusively of External Board Members
and have a minimum of three members. Executive Board Members or Senior
Executives may also attend meetings at the Committee’s invitation, when the
committee members so agree expressly.
c) Their chairmen shall be Independent Board Members.
d) They may engage external advisers when they feel this is necessary for the
discharge of their duties.
e) Meetings should be recorded in Minutes and a copy sent to all Board
Members.
Complies  Partially complies  Explain  40. The task of supervising compliance with internal codes of conduct and corporate
governance rules will be assigned to the Audit Committee, the Appointments
Committee or, as the case may be, separate Compliance or Corporate Governance
committees.
41. All members of the Audit Committee, particularly its Chairman, will be appointed
with regard to their knowledge and experience in accounting, auditing or risk
management matters.
42. Listed companies will have an internal audit function, under the supervision of the
Audit Committee, to ensure the proper operation of internal information and control
systems.
See section: C.2.3.
56
43. The head of internal audit shall present an annual work programme to the Audit
Committee, report to it directly on any incidents arising during its implementation and
submit an activities report at the end of each year.
Complies  Partially complies  Explain  44. The control and risk management policy shall specify at least:
a) The different types of risk (operational, technological, financial, legal, risk to
reputation, etc.) the company is exposed to, with the inclusion under financial or
economic risks of contingent liabilities and other off-balance-sheet risks;
b) The determination of the risk level the company sees as acceptable;
c) Measures in place to mitigate the impact of identified risks, should they occur;
d) The internal reporting and control systems to be used to control and manage
the above risks, including contingent liabilities and off-balance sheet risks.
See section: E
Complies  Partially complies  Explain  45. The Audit Committee’s role will be as follows:
1. In relation to internal control and reporting systems:
a) Ensuring that the main risks identified as a result of supervising the effectiveness
of the company’s internal control and internal auditing, where applicable, are
managed and reported appropriately.
b) Monitoring the independence and efficacy of the internal audit function; proposing
the selection, appointment, re-appointment and removal of the head of internal audit;
proposing the internal audit department’s budget; receiving regular reports on its
activities; and verifying that senior management acts on the findings and
recommendations of its reports.
c) Establishing and monitoring a mechanism whereby employees can report, in a
confidential or, if appropriate, anonymous manner, any potentially significant
irregularities within the Company, particularly of a financial and accounting nature.
2. In relation to the external auditor:
a) Receiving regular information from the external auditors on the progress and
findings of the audit plan, and checking that senior management is acting on its
recommendations.
b) Ensuring the independence of the external auditors, to which end:
i) The company should notify any change of auditors to the CNMV as a significant
event, accompanied by a statement of any disagreements arising with the outgoing
auditors and the reasons for the same.
iii) The Committee should investigate the issues giving rise to the resignation of
any external auditors.
See sections: C.1.36, C.2.3, C.2.4 and E.2.
57
Complies  Partially complies  Explain  46. The Audit Committee may meet with any company employee or manager, even
ordering their appearance without the presence of any other senior manager.
47. The Audit Committee will report on the following points from Recommendation 8
before any decisions are taken by the Board:
a) The financial information that all listed companies must periodically disclose.
The Committee should ensure that interim statements are drawn up under the
same accounting principles as the annual statements and, to this end, may ask
the external auditors to conduct a limited review.
b)The incorporation or acquisition of special purpose vehicles or entities
resident in countries or territories defined as tax havens, as well as any
analogous transactions or operations whose complexity may impair the Group’s
transparency.
c) Related-party transactions, unless this responsibility has been assumed by
another supervision and control Committee.
Complies  Partially complies  Explain  48. The Board of Directors shall present the financial statements to the General
Shareholders’ Meeting without reservations or qualifications in the audit report. Should
such reservations or qualifications exist, both the Committee chairman and the auditors
will give a clear account to shareholders of their scope and content.
Complies  Partially complies  Explain  49. The majority of the members of the Appointments Committee or of the
Appointments and Remuneration Committee, in the case that there is only one, are
Independent Board Members.
See section: C.2.1.
Not applicable  Complies  Explain  The Appointments and Remuneration Committee is composed of two Independent Board
Members and one Non-Executive Proprietary Board Member for each reference shareholder
with a significant holding.
50. The Appointments Committee shall have the following functions in addition to those
stated in earlier Recommendations:
a) Evaluating the skills, knowledge and experience required of the Board;
defining the roles and capabilities required of the candidates to fill each
vacancy; and deciding the time and dedication necessary for them to properly
perform their duties.
58
b) Examining or organising, as the Committee deems fit, the succession of the
Chairman and the Chief Executive and, if applicable, submitting proposals to the
Board in order to ensure a smooth and well-planned handover.
c) Reporting on the senior executive appointments and removals which the Chief
Executive proposes to the Board.
d) Reporting to the Board on the gender diversity issues discussed in
Recommendation 14 of this Code.
See section: C.2.4.
51. The Appointments Committee will consult with the Chairman or Chief Executive
Officer, especially on issues involving Executive Board Members and Senior
Executives.
Any Board Member may suggest Board Membership candidates to the
Appointments Committee for its consideration.
52. The Remuneration Committee shall have the following functions in addition to those
stated in earlier Recommendations:
a) Make proposals to the Board of Directors regarding the following:
i) The remuneration policy for Board Members and Senior Executives;
ii) The individual remuneration of Board Members and other contract conditions.
iii) The basic conditions of the contracts of Senior Executives.
b) Overseeing compliance with the remuneration policy set by the company.
See section: C.2.4.
53. The Remuneration Committee will consult with the Chairman or Chief Executive
Officer, especially on issues involving Executive Board Members and Senior
Executives.
Complies  Explain  Not applicable  H OTHER INFORMATION OF INTEREST
1. If there are any relevant aspects relating to corporate governance in the company or
group entities which have not been reflected in the other sections of this report, but
which need to be included to give more complete and reasoned information on the
structure and governance practices in the company or its group, detail them briefly.
59
2. This section can also include any other information, clarification or qualification
relating to the previous sections of the report, provided that it is material and not
repetitive.
In particular, indicate whether the company is subject to any legislation other than the
Spanish legislation on corporate governance and, if so, include the information that it is
required to furnish, where such information differs from that required in this report.
3. The company may also indicate whether it has adhered voluntarily to other codes on
ethical principles or good practices, whether international or applying to the sector or
other scope. Where applicable, identify the code in question and the date of
adherence.
C.1.19.- Literal content of the applicable articles of the Rules of the Board of Directors. Article 3. Composition and appointments
Within the limits stipulated in Article 13 of the Company by-laws in force and notwithstanding
the powers of proposal which, under the legislation in force, may correspond to the
shareholders, the Board of Directors shall be responsible for proposing to the General
Shareholders’ Meeting the number of Board Members and individuals or legal entities to be
appointed. The appointment proposal must specify whether the Board Member is an
Executive, Proprietary, Independent or External Board Member.
Furthermore, should any vacancies arise, the Board of Directors may provisionally fill them
among the shareholders until the next General Shareholders’ Meeting where a definitive
appointment shall take place.
Article 4. Functions (...) Particularly, the Board of Directors shall have the following
responsibilities, which cannot be delegated:
- Accepting the resignation of Board Members.
- Appointing, removing and accepting the resignation for the positions of Chairman, Deputy
Chairman and Secretary to the Board.
- Appointing, removing and accepting the resignation of Board Members who need to be
members of the Commissions and Committees envisaged in these Rules.
- Delegating to any of its members, in full or in part, the powers corresponding to the Board,
except those which cannot be delegated.
- Preparing the individual and consolidated financial statements and management reports
and submitting them for approval by the General Shareholders’ Meeting. Also drawing up an
annual report on the Board Member’s remuneration policy, which shall be submitted to an
advisory vote at the Company’s General Shareholders’ Meeting as a separate item on the
agenda.
- Drawing up reports, including the Annual Corporate Governance Report, and the proposals
which, in accordance with the legislation in force and the Company By-laws, the Board of
Directors is responsible for adopting.
- Approving the yearly budget.
- Approving the merger, acquisition, spin-off or business operations involving the Group’s
main subsidiaries of which the Company is the Parent.
60
- Approving the block issue of debentures, promissory notes, bonds or similar securities by
the Group’s main subsidiaries of which the Company is the Parent.
- Approving the transfer of rights regarding the brand name, trademarks and other
intellectual and industrial property rights that belong to the Company or the companies of its
Group, whenever they are of financial relevance.
- Assessing, yearly, the quality and efficiency of its operation; the Chairman and, if
appropriate, CEO’s performance of their duties, following the issuance of a report by the
Appointments and Remuneration Committee; and the operation of the Board of Director’s
Committees, following the issuance of a report by these Committees.
- Amending these Rules.
- Carrying out, in general, all functions for which it is responsible by law, by regulation or in
accordance with these Rules, and performing any other functions which have been
delegated thereto by the General Shareholders’ Meeting. The Board may, in turn, only
delegate those that are expressly permitted in the resolution on delegation of the General
Shareholders’ Meeting.
Article 11. Term of appointment for Board Members
duration.
shareholders until the next General Shareholders’ Meeting, where a definitive appointment
shall take place.
year.
Notwithstanding the above, Proprietary Board Members must resign when the shareholder
they represent fully disposes of its shares by any means.
Article 17. The Chairman
The Board shall elect a Chairman from among its members, who, in addition to the functions
that may correspond in accordance with the legislation in force, the Company By-laws and
these Rules, shall perform the tasks corresponding to his or her condition as the Company’s
maximum executive, within the guidelines laid down by the General Shareholders’ Meeting,
the Board of Directors and the Executive Committee.
The Chairman shall enjoy the broadest powers for performing his or her tasks and, unless
other stipulated by law, may fully or partially delegate such powers to other Board Members
and the Company’s management personnel and, in general, whoever he or she deems
advisable or necessary.
Article 18. The Deputy Chairmen
The Board may also elect from among its Board Members one or two Deputy Chairmen who
shall act as the Chairman in cases of delegation, absence or illness and, in general, perform
all the tasks that may be entrusted to them by the Chairman, the Executive Committee and
the Board of Directors.
61
Substitution of the Chairman shall take place by chronological order of the Deputy
Chairmen’s appointment, in the absence of such order, by order of seniority and, lastly by
order of greater to lesser age.
Article 19. The Chief Executive Officer
The Board may appoint a Chief Executive Officer, delegating him the powers deemed
expedient except those which, by law or Company By-laws, cannot be delegated.
Article 20. The Secretary
Following the issuance of a report by the Appointments and Remuneration Committee, the
Board of Directors shall appoint a Secretary, who may be a non-Board Member and who
must be a practising lawyer. Apart from the duties laid down by the legislation in force, the
Company By-laws and these Rules, the Secretary to the Board of Directors is responsible for
ensuring that actions arising from the Company bodies he forms part of comply with the
requirements of the law, issuing warnings in this respect and registering them in the Minutes;
and ensuring that the Board of Directors bears in mind in its actions the recommendations of
the Unified Code of Good Corporate Governance in force.
Article 24. The Appointments and Remuneration Committee
Likewise, the Board of Directors shall set up an Appointments and Remuneration Committee
to be made up of a Chairman and a minimum of two Members who shall be freely elected
and removed, from among its members, by the Board of Directors, and who shall perform
their duties indefinitely or during the term for which they were elected. The appointment of
the Chairman must fall to one of the Independent Board Members. The Secretary to the
Board of Directors shall attend the Committee’s meetings, shall act as its Secretary, with
entitlement to participate but not to vote, and shall write up the Minutes of the meeting, which
shall be forwarded to all members of the Board of Directors following their approval.
and agreements shall be adopted by majority vote of those attending, with the Chairman
the Chairman, at least twice a year.
The Appointments and Remuneration Committee has the following duties:
1. Report on the remuneration system for the Chairman of the Board of Directors and other
Senior Executives in the Company. Where appropriate, make the pertinent
recommendations to the Board so that the succession of the Chairman and, if applicable,
Chief Executive Officer, proceeds in a planned and orderly manner. Consult with the
Chairman, and if appropriate, the Chief Executive Officer, on any matters within its
competence affecting the Company’s executive Board Members and other Senior
Executives.
2. Report on the distribution among the members of the Board of Directors of the overall
remuneration agreed upon by the General Shareholders’ Meeting and, if applicable, the
establishment of supplementary remuneration and other payments corresponding to
executive Board Members in relation to their duties.
3. Report on the remuneration of Board Members.
4. Report on multi-annual plans that may be set up according to share value such as share
option plans.
5. Propose the appointment or re-election of Independent Board Members and report on the
proposals for the appointment of other Board Members and the Secretary to the Board of
Directors. For these purposes, the skills, knowledge, experience and dedication to the good
62
performance of their duties of those proposed as Board Members should be assessed. The
Committee shall also report on the proposed early resignation of any Independent Board
Members.
6. Proposed appointment of Senior Executives, especially those who will form part of the
Group’s Management Committee, and the basic conditions of their contracts
7. Issues relating to gender diversity on the Board of Directors.
8. Any other matters under its competence, pursuant to these Rules, which may be
especially entrusted to it by the Board of Directors.
Insofar as it were deemed necessary, and with the natural adaptations, the operation of the
Appointments and Remuneration Committee shall be governed by the provisions of these
Rules regarding the operation of the Board of Directors.
C.1.22 (2) In accordance with the Rules of the Board of Directors, amended on 25 February
2010, an Independent Board Member shall have this power, and for these purposes, Mr.
Miguel Roca Junyent has been appointed.
C.1.30 The percentage of votes in the Board are not calculated by the number of meetings at
which all the Board Members were present with respect to the total number held, but rather
by the number of votes (110) with respect to the total theoretical number (nine meetings by
17 Board Members).
D.2 and D.3 In relation to this section, list any relevant transactions entailing a transfer of
funds or obligations between the company or group companies and companies related to the
company’s significant shareholders. In relation to this section, the only transactions between
executives and administrators are those remunerations already detailed in those sections:
Management or collaboration agreements:
Terratest Tecnicas Especiales, S.A., amounting to EUR 1,046 thousand
Leases:
Fidalser, S.L., amounting to EUR 177 thousand
Services received:
Terratest Tecnicas Especiales, S.A., amounting to EUR 1,046 thousand
lndra, amounting to EUR 1,678 thousand
Zardoya Otis, S.A., amounting to EUR 1,496 thousand
Other expenses:
March Unipsa, JLT, S.A., amounting to EUR 38,110 thousands
Services rendered:
Rosan Inversiones, S.L., amounting to EUR 384 thousand
Grupo Iberostar, amounting to EUR 553 thousand
lndra, amounting to EUR 2,362 thousand
Financing agreements: loans and capital contributions:
Banca March, amounting to EUR 52,630 thousand
Banco Sabadell, amounting to EUR 750,534 thousand
Guarantees given:
Dividends and other distributed profit:
Lynx Capital, S.A., amounting to EUR 326 thousand.
63
Other transactions:
Banca March is considered to be a significant shareholder given that it is a shareholder of
Corporación Financiera Alba, S.A., the main direct shareholder of ACS, Actividades de
Construcción y Servicios, S.A. Banca March has performed typical transactions relating to its
ordinary course of business, such as granting loans, providing guarantees for bid offers
and/or the execution of works, reverse factoring and non-recourse factoring to several ACS
Group companies.
The Iberostar Group is disclosed due to its tie as a direct shareholder of ACS, Actividades de
Construcción y Servicios, S.A. As a tourism and travel agency, this Group has provided
services to ACS Group companies as part of its business transactions. The ACS Group has
also carried out air-conditioning activities in main hotels owned by Iberostar.
Included under Administrators and Executives is a housing construction contract between
Dragados, S.A. and the Board Member Joan David Grimà Terré, signed in 2013 for EUR
2,534 thousand, of which EUR 257 thousand were billed in 2013.
Rosán Inversiones, S.L. is itemised due to its links with the Company’s Chairman and CEO,
who has a significant holding through Inversiones Vesán, S.A., as services were rendered by
various Group entities in 2012 and 2013.
The transactions with other related parties are listed due to the relationship of certain Board
Members of ACS, Actividades de Construcción y Servicios, S.A. with companies in which
they are either shareholders or senior managers. In this regard, the transactions with
Fidalser, S.L., Terratest Tecnicas Especiales, S.A., Fidwei Inversiones, S.L. and Lynx
Capital, S.A. are listed due to the relationship of the Board Member, Pedro Lopez Jimenez,
with these companies. Transactions with Indra are listed due to its relationship with the
director Javier Monzón. The transactions performed with the Zardoya Otis, S.A. are indicated
due to its relationship with the director José María Loizaga. The transactions with Banco
Sabadell are listed due the bank’s relationship with the Board Member Javier Echenique.
The transactions with the insurance broker, March-JLT, S.A., are listed due to the company’s
relationship with Banca March, although in this case the figures listed are intermediate
premiums paid by ACS Group companies, rather than considerations for insurance
brokerage services.
“Other transactions” includes all transactions not related to the specific sections included in
the periodic public information reported in accordance with the regulations published by the
CNMV. In 2013 “Other transactions” related exclusively to Banca March, since it is the main
shareholder of Corporación Financiera Alba, S.A., which is a direct shareholder of the ACS
Group. Banca March, as a financial institution, provides various financial services to ACS
Group companies in the ordinary course of business amounting to a total EUR 23,813
thousand (EUR 30,645 thousand in 2012), and in this case they relate to the reverse
factoring lines of credit for suppliers.
All these commercial transactions were carried out on an arm’s length basis in the ordinary
course of business and relate to the normal operations of the Group companies.
The transactions performed between ACS consolidated Group companies were eliminated in
the consolidation process and form part of the normal business activities of the companies in
terms of their company object and conditions. The transactions were carried out on an arm’s
length basis and they do not have to be disclosed to present fairly the equity, financial
position and results of the Group’s operations
64
G. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS
With regard to Recommendation 37 of Section G, the following structure of ownership
interest of the various categories of Board Members on the Board of Directors and Executive
Committee is noteworthy:
Executive Board Members on the Board of Directors:
Executive Board Members on the Executive Committee:
External Proprietary Board Members on the Board of Directors:
External Proprietary Board Members on the Executive Committee:
External Independent Board Members on the Board of Directors:
External Independent Board Members on the Executive Committee:
Other External Board Members on the Board of Directors:
Other External Board Members on the Executive Committee:
..................... 23.53%
..................... 28.57%
..................... 47.05%
..................... 42.86%
..................... 23.53%
..................... 14.29%
..................... 5.88%
..................... 14.29%
This Annual Corporate Governance Report was approved by the Board of Directors of
the Company at its meeting held on 26/03/2014.
Indicate whether any Board Members voted against or abstained in relation to the
approval of this Report.
Yes  No 
65

Audited financial statements 2013 Consolidated Group and

Transcription

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